LAW on the Public Offering of Securities

Publ., State Gazette, No. 114 of 30.12.1999, in force from 31.01.2000, amended, No. 63 of 1.08.2000, No. 92 of 10.11.2000, in force from 1.01.2001, No. 28 of 19.03.2002, amended and supplemented, No. 61 of 21.06.2002, amended, No. 93 of 1.10.2002, No. 101 of 29.10.2002, in force from 1.01.2003, No. 8 of 28.01.2003, in force from 01.03.2003, supplemented, No. 31 of 4.04.2003, in force from 4.04.2003, amended, No. 67 of 29.07.2003, supplemented, No. 71 of 12.08.2003, amended, No. 37 of 4.05.2004, in force from 4.08.2004, supplemented, No. 19 of 1.03.2005, No. 31 of 8.04.2005, in force from 8.10.2005, amended and supplemented, No. 39 of 10.05.2005, amended, No. 103 of 23.12.2005, in force from 1.01.2006, No. 105 of 29.12.2005, in force from 1.01.2006, No. 30 of 11.04.2006, in force from 12.07.2006, No. 33 of 21.04.2006, amended and supplemented, No. 34 of 25.04.2006, in force from 01.01.2008, No. 59 of 21.07.2006, in force from the day of entry into force of the Treaty of Accession of the Republic of Bulgaria to the European Union, No. 63 of 4.08.2006, in force from 4.08.2006; amended, No. 84 of 17.10.2006, in force from 01.01.2007; amended and supplemented, No. 86 of 24.10.2006, in force from 01.01.2007; amended, No. 105 of 22.12.2006; in force from 01.01.2007; amended and supplemented, No. 25 of 23.03.2007; amended and supplemented, No. 52 of 29.06.2007, in force from 01.11.2007; amended, No. 109 of 2007, in force from 01.01.2008; amended, No. 67 of 29.07.2008; amended, No. 69 of 05.08.2008; amended and supplemented, No. 23 of 27.03.2009, in force from 27.03.2009; amended, No. 24 of 31.03.2009, in force from 31.03.2009; supplemented, No. 42 of 05.06.2009; amended, No. 93 of 24.11.2009, in force from 25.12.2009; amended and supplemented, No. 43 of 08.06.2010; amended, No. 101 of 28.12.2010, in force from 30.06.2011; amended and supplemented, No. 57 of 26.07.2011; amended and supplemented, No. 77 of 04.10.2011; amended and supplemented, No. 21 of 13.03.2012; amended, No. 94 of 30.11.2012, in force from 01.01.2013; amended and supplemented, No. 103 of 28.12.2012; amended and supplemented, No. 109 of 20.12.2013, in force from 20.12.2013; amended and supplemented, No. 34 of 12.05.2015; amended, No. 61 of 11.08.2015; amended and supplemented, No. 62 of 14.08.2015, in force from 14.08.2015; amended, No. 95 of 08.12.2015, in force from 01.01.2016; amended, No. 102 of 29.12.2015, in force from 01.01.2016; amended, No. 33 of 26.04.2016, in force from 26.04.2016; amended and supplemented, No. 42 of 03.06.2016; supplemented, No. 62 of 09.08.2016, in force from 09.08.2016; amended, No. 76 of 30.09.2016, in force from 30.09.2016; amended and supplemented, No. 62 of 01.08.2017; supplemented, No. 91 of 14.11.2017; amended and supplemented, No. 95 of 28.11.2017, in force from 01.01.2018; amended, No. 7 of 19.01.2018; amended and supplemented, No. 15 of 16.02.2018, in force from 16.02.2018; amended, No. 20 of 06.03.2018, in force from 06.03.2018; amended, No. 24 of
16.03.2018; supplemented, No. 77 of 18.09.2018, in force from 01.01.2019; amended, No. 17 of 26.02.2019; amended and supplemented, No. 83 of 22.10.2019, in force from 24.04.2020; amended, No. 94 of 29.11.2019; amended, No. 102 of 31.12.2019; amended and supplemented, No. 26 of 22.03.2020; amended, No. 28 of 24.03.2020, in force from 13.03.2020; amended, No. 34 of 09.04.2020, in force from 09.04.2020; affected by the Supplementary Amendment to the Health Act, No. 44 of 13.05.2020, in force from 14.05.2020; amended and supplemented, No. 64 of 18.07.2020, in force from 21.08.2020; amended, No. 12 of 12.02.2021, in force from 12.02.2021; amended and supplemented, No. 21 of 12.03.2021; amended and supplemented, No. 16 of 25.02.2022; amended, No. 25 of 29.03.2022, as the amendments with the Supplementary Amendment to the Law on Financial Intermediary Services and Activities enter into force from 29.03.2022, and the amendments with the Law on Crowdfunding enter into force from 08.07.2022; amended and supplemented, No. 51 of 01.07.2022; supplemented, No. 8 of 25.01.2023; supplemented, No. 65 of 28.07.2023; amended, No. 84 of 06.10.2023, in force from 06.10.2023; amended, No. 70 of 20.08.2024, in force from the date determined in a Decision of the Council of the European Union for the acceptance of the euro by the Republic of Bulgaria, adopted in accordance with Article 140, paragraph 2 of the TFEU, and a Regulation of the Council of the European Union, adopted in accordance with Article 140, paragraph 3 of the TFEU; amended and supplemented, No. 72 of 27.08.2024, in force from 06.07.2024; amended and supplemented, No. 54 of 04.07.2025; amended and supplemented, No. 67 of 15.08.2025; amended and supplemented, No. 99 of 21.11.2025; amended, No. 16 of 10.02.2026; amended and supplemented, No. 25 of 10.03.2026; amended, No. 51 of 05.06.2026, in force from 05.06.2026; amended, No. 62 of 07.07.2026, in force from 07.07.2026; amended and supplemented, No. 71 of 07.08.2026, in force from 07.08.2026; supplemented, No. 88 of 25.09.2026, in force from 25.09.2026

Part One

GENERAL PROVISIONS

Chapter One

SECURITIES

Art. 1. (Amended - State Gazette, No. 61 of 2002; amended and supplemented, No. 86 of 2006, in force from 01.01.2007; amended, No. 52 of 2007, in force from 01.11.2007; amended, No. 77 of 2011; supplemented, No. 103 of 2012; amended, No. 62 of 2017; amended, No. 83 of 2019, in force from 24.04.2020; the entry into force amended on 24.10.2020, No. 28 of 2020, in force from 13.03.2020; the entry into force amended on 20.08.2020, No. 64 of 2020, in force from 18.07.2020; amended and supplemented, No. 64 of 2020, in force from 21.08.2020; amended and supplemented, No. 51 of 2022; amended, No. 62 of 2026, in force from 07.07.2026.) (1) (Amended - State Gazette, No. 52 of 2007, in force from 01.11.2007.) This law regulates:

(Amended - State Gazette, No. 52 of 2007, in force from 01.11.2007; amended and supplemented, No. 64 of 2020, in force from 21.08.2020.) the public offering of securities, the admission of securities to trading on a regulated market, as well as the issuance and disposal of dematerialized securities;
(Amended - State Gazette, No. 86 of 2006, in force from 01.01.2007; amended, No. 52 of 2007, in force from 01.11.2007; amended, No. 77 of 2011; supplemented, No. 103 of 2012; amended, No. 83 of 2019, in force from 24.04.2020; the entry into force amended on 24.10.2020, No. 28 of 2020, in force from 13.03.2020; the entry into force amended on 20.08.2020, No. 64 of 2020, in force from 18.07.2020.) the activity of "Central Depository" - AD, including the central register of securities maintained by it, as well as the requirements for central securities depositories in accordance with Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 (OJ, L 257/1 of 28 August 2014), hereinafter referred to as "Regulation (EU) No 909/2014";
the requirements for public companies and other issuers of securities;
(Supplemented - State Gazette, No. 39 of 2005; repealed, No. 62 of 2017; new, No. 83 of 2019, in force from 24.04.2020; the entry into force amended on 24.10.2020, No. 28 of 2020, in force from 13.03.2020; the entry into force amended on 20.08.2020, No. 64 of 2020, in force from 18.07.2020.) the activity of the Investor Compensation Fund;
(New - State Gazette, No. 51 of 2022.) the requirements for the provision of crowdfunding services, including for the organization, licensing and supervision of crowdfunding service providers, for the activity of crowdfunding platforms, for transparency and marketing communications in connection with the provision of crowdfunding services;
(Amended - State Gazette, No. 86 of 2006, in force from 01.01.2007; previous item 5, No. 51 of 2022.) state supervision to ensure compliance with this law.

(2) (Amended - State Gazette, No. 86 of 2006, in force from 01.01.2007.) The purpose of this law is:

(Amended - State Gazette, No. 86 of 2006, in force from 01.01.2007.) ensuring the protection of investors in securities, including by creating conditions for increasing their awareness of the capital market;
(Amended - State Gazette, No. 86 of 2006, in force from 01.01.2007.) creating conditions for the development of a fair, open and efficient capital market;
(Amended - State Gazette, No. 86 of 2006, in force from 01.01.2007.) maintaining the stability and public trust in the capital market.

(3) (New - State Gazette, No. 86 of 2006, in force from 01.01.2007; amended, No. 52 of 2007, in force from 01.11.2007; amended, No. 62 of 2026, in force from 07.07.2026.) This law does not apply to the issuance, acquisition, repayment and transactions with government securities, the registration and settlement systems for them, as well as to other financial transactions carried out for the purpose of managing the state debt.

Art. 2. (Amended and supplemented - State Gazette, No. 86 of 2006, in force from 01.01.2007; amended, No. 52 of 2007, in force from 01.11.2007; supplemented, No. 91 of 2017; amended, No. 83 of 2019, in force from 24.04.2020; the entry into force amended on 24.10.2020, No. 28 of 2020, in force from 13.03.2020; the entry into force amended on 20.08.2020, No. 64 of 2020, in force from 18.07.2020; amended, No. 62 of 2026, in force from 07.07.2026.) (1) (Amended and supplemented - State Gazette, No. 86 of 2006, in force from 01.01.2007; supplemented, No. 91 of 2017; amended, No. 83 of 2019, in force from 24.04.2020; the entry into force amended on 24.10.2020, No. 28 of 2020, in force from 13.03.2020; the entry into force amended on 20.08.2020, No. 64 of 2020, in force from 18.07.2020; amended, No. 62 of 2026, in force from 07.07.2026.) Securities are transferable rights registered in accounts in the central register of securities, respectively, where applicable, and in a central securities depository, and for government securities and securities issued by the Bulgarian National Bank - registered in accounts in the Bulgarian National Bank or in the participants in the system under Art. 35, para. 1, item 2 of the State Debt Act, or in foreign institutions carrying out such activities (dematerialized securities), or documents materializing transferable rights (physical securities), which can be traded on the capital market, with the exception of payment instruments, such as:

(Supplemented - State Gazette, No. 39 of 2005.) shares in companies and other securities equivalent to shares in capital companies, personal companies and other legal entities, as well as depositary receipts for shares;
bonds and other debt securities, including depositary receipts for such securities;
(Supplemented - State Gazette, No. 61 of 2002.) other securities that give the right to acquire or sell such securities or that lead to a monetary payment determined by securities, exchange rates, interest rates or yield, goods or other indices or indicators.

(2) Debt securities within the meaning of this law express transferable claims for a predetermined or determinable income against the issuer of the securities, arising from monetary funds or other property rights lent to them. Debt securities may also express other rights, if this does not contradict the law.

(3) (Amended and supplemented - State Gazette, No. 86 of 2006, in force from 01.01.2007.) Equity securities within the meaning of this law are:

shares in companies;
other securities equivalent to shares in companies;
other types of securities that give the right to acquire shares and equivalent securities by converting them or exercising the rights under them, provided that the securities of this type are issued by the issuer of the underlying securities or by a legal entity belonging to the group of this issuer.

(4) (New - State Gazette, No. 86 of 2006, in force from 01.01.2007.) Non-equity securities are all securities that are not equity securities within the meaning of para. 3.

Art. 3. The public offering of:

physical securities is prohibited, except in cases provided for by law;
dematerialized securities, for the transfer of which restrictions or conditions are provided.

Art. 4. (Amended - State Gazette, No. 86 of 2006, in force from 01.01.2007; amended, No. 62 of 2017; amended, No. 64 of 2020, in force from 21.08.2020.) (1) (Amended - State Gazette, No. 61 of 2002; amended, No. 86 of 2006, in force from 01.01.2007; amended, No. 62 of 2017; amended, No. 64 of 2020, in force from 21.08.2020.) Public offering of securities is a concept within the meaning of Art. 2, letter "g" of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (OJ, L 168/12 of 30 June 2017), hereinafter referred to as "Regulation (EU) 2017/1129".

(2) (Repealed - State Gazette, No. 64 of 2020, in force from 21.08.2020).

(3) (Amended - State Gazette, No. 86 of 2006, in force from 01.01.2007.) There is no public offering when securities are offered in cases of liquidation, enforcement proceedings or insolvency proceedings in the manner determined by law.

Art. 5. (Amended - State Gazette, No. 86 of 2006, in force from 01.01.2007.) (1) (Previous text of Art. 5 - State Gazette, No. 61 of 2002.) Initial public offering is an offer under the conditions of Art. 4 of:

securities for subscription by their issuer or an investment intermediary authorized by it (subscription), or
securities for initial sale by an investment intermediary in accordance with a contract with their issuer for underwriting;
(Supplemented - State Gazette, No. 39 of 2005; repealed, No. 86 of 2006, in force from 01.01.2007).

(2) (New - State Gazette, No. 61 of 2002; repealed, No. 86 of 2006, in force from 01.01.2007).

Art. 6. (Amended - State Gazette, No. 61 of 2002; supplemented, No. 86 of 2006, in force from 01.01.2007; repealed, No. 52 of 2007, in force from 01.11.2007)

Art. 7. (Amended - State Gazette, No. 86 of 2006, in force from 01.01.2007; repealed, No. 52 of 2007, in force from 01.11.2007)

Chapter Two

FINANCIAL SUPERVISION COMMISSION

Art. 8. (Amended - State Gazette, No. 61 of 2002; amended, No. 86 of 2006, in force from 01.01.2007; amended and supplemented, No. 64 of 2020, in force from 21.08.2020; amended and supplemented, No. 51 of 2022; amended and supplemented, No. 67 of 2025; amended, No. 99 of 2025.) (1) (Amended - State Gazette, No. 8 of 2003; supplemented, No. 39 of 2005; amended, No. 86 of 2006, in force from 01.01.2007; amended, No. 99 of 2025.) The regulation and supervision of persons, activities and transactions under Art. 1, para. 1 are carried out by the Financial Supervision Commission, hereinafter referred to as "the Commission", as well as by the Deputy Chairman, heading the "Supervision of Investment Activity" Directorate, hereinafter referred to as "the Deputy Chairman".

(2) (New - State Gazette, No. 64 of 2020, in force from 21.08.2020.) The Commission is the competent authority for the implementation of Regulation (EU) 2017/1129.

(3) (New - State Gazette, No. 51 of 2022.) The Commission is the competent authority within the meaning of Art. 29 of Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for enterprises and amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937 (OJ, L 347/1 of 20 October 2020), hereinafter referred to as "Regulation (EU) 2020/1503", and exercises the powers under Art. 2, paragraphs 2 and 3, Art. 12, paragraphs 5 - 10, Art. 13, Art. 16, paragraph 2, Art. 17, Art. 23, paragraphs 5 and 14, Art. 28, paragraphs 1 - 3, 7 and 8, Art. 30, Art. 31, paragraphs 1 - 7, Art. 32, paragraphs 1 - 3, Art. 33, 37 and 38 of Regulation (EU) 2020/1503 with regard to crowdfunding services, except for cases that are expressly assigned to the competence of the Bulgarian National Bank under the Credit Institutions Act.

(4) (New - State Gazette, No. 51 of 2022; amended, No. 99 of 2025.) The Deputy Chairman is the competent authority within the meaning of Art. 29 of Regulation (EU) 2020/1503 and exercises the powers that are not assigned to the exclusive competence of the Commission with regard to the provision of crowdfunding services.

(5) (New - State Gazette, No. 51 of 2022; amended, No. 99 of 2025.) With regard to the provision of crowdfunding services, notifications and reports under Art. 15, paragraph 3 and Art. 16, paragraph 1 of Regulation (EU) 2020/1503 are made to the Commission.

(6) (New - State Gazette, No. 67 of 2025.) The Commission is the competent authority within the meaning of Art. 44, paragraph 1 of Regulation (EU) 2023/2631 of the European Parliament and of the Council of 22 November 2023 on European green bonds and on the voluntary disclosure of information for bonds offered on the market as environmentally sustainable, and for sustainability-linked bonds (OJ, L 2023/2631 of 30 November 2023), hereinafter referred to as "Regulation (EU) 2023/2631", and exercises the powers of the competent authority for compliance by issuers with the requirements under Art. 10 - 15, 18, 19 and 21 of the same regulation.

(7) (New - State Gazette, No. 67 of 2025.) The Deputy Chairman is the competent authority within the meaning of Art. 44, paragraph 2 of Regulation 2023/2631 and exercises the powers of the competent authority for compliance by initiators with the requirements under Art. 10 - 15, 18 and 19 of the same regulation, except for cases that are expressly assigned to the competence of the Bulgarian National Bank under the Credit Institutions Act.

(8) (Amended - State Gazette, No. 39 of 2005; previous para. 2, No. 64 of 2020, in force from 21.08.2020; previous para. 3, No. 51 of 2022; previous para. 6, No. 67 of 2025; amended, No. 99 of 2025.) In performing its functions, the Commission adopts clear and consistent decisions, being open and accountable for its actions, assessing the burden of regulatory restrictions and the expected benefit from them, and stimulating fair competition.

Art. 9. (Amended - State Gazette, No. 61 of 2002; repealed, No. 8 of 2003, in force from 01.03.2003).

Art. 10. (Amended and supplemented - State Gazette, No. 61 of 2002; repealed, No. 8 of 2003, in force from 01.03.2003).

Art. 11. (Repealed - State Gazette, No. 8 of 2003, in force from 01.03.2003).

Art. 12. (Repealed - State Gazette, No. 8 of 2003, in force from 01.03.2003).

Art. 13. (Amended and supplemented - State Gazette, No. 61 of 2002; repealed, No. 8 of 2003, in force from 01.03.2003).

Art. 14. (Repealed - State Gazette, No. 8 of 2003, in force from 01.03.2003).

Art. 15. (Amended and supplemented - State Gazette, No. 61 of 2002; repealed, No. 8 of 2003, in force from 01.03.2003).

Art. 16. (Supplemented - State Gazette, No. 61 of 2002; repealed, No. 8 of 2003, in force from 01.03.2003)

Art. 16a. (New - State Gazette, No. 61 of 2002; repealed, No. 8 of 2003, in force from 01.03.2003).

Art. 17. (Amended and supplemented - State Gazette, No. 61 of 2002; repealed, No. 8 of 2003, in force from 01.03.2003).

Art. 18. (Supplemented - State Gazette, No. 61 of 2002; repealed, No. 8 of 2003, in force from 01.03.2003).

Art. 19. (Amended and supplemented - State Gazette, No. 61 of 2002; repealed, No. 8 of 2003, in force from 01.03.2003).

Part Two

REGULATED MARKETS FOR SECURITIES

(Repealed - State Gazette, No. 52 of 2007, in force from 01.11.2007)

Chapter Three

STOCK EXCHANGE

(Repealed - State Gazette, No. 52 of 2007, in force from 01.11.2007)

Section I

Establishment and Management

(Repealed - State Gazette, No. 52 of 2007, in force from 01.11.2007)

Art. 20. (Amended and supplemented - State Gazette, No. 61 of 2002; supplemented, No. 71 of 2003; repealed, No. 52 of 2007, in force from 01.11.2007).

Art. 21. (Amended - State Gazette, No. 86 of 2006; repealed, No. 52 of 2007, in force from 01.11.2007).

Art. 22. (Amended - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, in force from 01.11.2007).

Art. 23. (Supplemented - State Gazette, No. 86 of 2006, in force from 28.10.2006; repealed, No. 52 of 2007, in force from 01.11.2007).

Art. 24. (Repealed - State Gazette, No. 52 of 2007, in force from 01.11.2007).

Art. 25. (Repealed - State Gazette, No. 52 of 2007, in force from 01.11.2007).

Art. 26. (Amended - State Gazette, No. 86 of 2006, in force from 01.01.2007; repealed, No. 52 of 2007, in force from 01.11.2007).

Art. 27. (Amended - State Gazette, No. 86 of 2006, in force from 01.01.2007; repealed, No. 52 of 2007, in force from 01.11.2007).

Section II

Issuance and Revocation of License

(Repealed - State Gazette, No. 52 of 2007, in force from 01.11.2007)

Art. 28. (Amended - State Gazette, No. 61 of 2002; amended and supplemented, No. 39 of 2005; repealed, No. 52 of 2007, in force from 01.11.2007).

Art. 29. (Amended - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, in force from 01.11.2007).

Art. 30. (Repealed - State Gazette, No. 52 of 2007, in force from 01.11.2007).

Art. 31. (Amended - State Gazette, No. 39 of 2005, No. 34 of 2006, in force from 01.01.2008; repealed, No. 52 of 2007, in force from 01.11.2007).

Art. 32. (Repealed - State Gazette, No. 52 of 2007, in force from 01.11.2007).

Art. 33. (Amended - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, in force from 01.11.2007).

Art. 34. (Amended and supplemented - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, in force from 01.11.2007).

Art. 35. (Amended - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, in force from 01.11.2007).

Art. 36. (Amended - State Gazette, No. 39 of 2005, amended and supplemented, No. 34 of 2006, in force from 01.01.2008; repealed, No. 52 of 2007, in force from 01.11.2007).

Section III

Membership and Stock Exchange Arbitration

(Repealed - State Gazette, No. 52 of 2007, in force from 01.11.2007)

Art. 37. (Repealed - State Gazette, No. 52 of 2007, in force from 01.11.2007).

Art. 38. (Amended - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, in force from 01.11.2007).

Art. 39. (Repealed - State Gazette, No. 52 of 2007, in force from 01.11.2007).

Art. 40. (Amended - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, in force from 01.11.2007).

Art. 41. (Repealed - State Gazette, No. 52 of 2007, in force from 01.11.2007).

Art. 42. (Repealed - State Gazette, No. 52 of 2007, in force from 01.11.2007).

Art. 43. (Repealed - State Gazette, No. 52 of 2007, in force from 01.11.2007).

Chapter Four

UNOFFICIAL MARKET FOR SECURITIES

(Repealed - State Gazette, No. 52 of 2007, in force from 01.11.2007)

Art. 44. (Amended - State Gazette, No. 39 of 2005; amended, No. 86 of 2006, in force from 01.01.2007; repealed, No. 52 of 2007, in force from 01.11.2007).

Art. 45. (Repealed - State Gazette, No. 52 of 2007, in force from 01.11.2007).

Art. 46. (Amended - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, in force from 01.11.2007).

Art. 47. (Am. - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 48. (Repealed - State Gazette, No. 52 of 2007, effective from 01.11.2007).
Art. 49. (Am. - State Gazette, No. 39 of 2005, No. 34 of 2006, effective from 01.01.2008; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 50. (Repealed - State Gazette, No. 52 of 2007, effective from 01.11.2007).
Art. 51. (Am. - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 52. (Am. - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 53. (Am. - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, effective from 01.11.2007).

Part Three
SECURITIES TRANSACTIONS

Chapter Five
INVESTMENT INTERMEDIARIES

Section I
General Provisions
(Repealed - State Gazette, No. 52 of 2007, effective from 01.11.2007)

Art. 54. (Added - State Gazette, No. 61 of 2002; am., No. 39 of 2005, effective from 01.01.2006; No. 59 of 2006; No. 86 of 2006, effective from 01.01.2007; am., No. 25 of 2007; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 55. (Am. - State Gazette, No. 39 of 2005, effective from 01.01.2006; am., No. 86 of 2006, effective from 01.01.2007; repealed and added, No. 52 of 2007, effective from 01.11.2007) Art. 56. (Am. and added - State Gazette, No. 61 of 2002; No. 39 of 2005, effective from 1.01.2006; am., No. 25 of 2007; repealed, No. 52 of 2007, effective from 01.11.2007). Art. 56a. (New - State Gazette, No. 39 of 2005; am., No. 59 of 2006; repealed, No. 52 of 2007, effective from 01.11.2007). Art. 57. (Repealed - State Gazette, No. 52 of 2007, effective from 01.11.2007). Art. 58. (Am. - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, effective from 01.11.2007). Art. 59. (Am. - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, effective from 01.11.2007). Art. 60. (Am. and added - State Gazette, No. 39 of 2005; am., No. 25 of 2007; repealed, No. 52 of 2007, effective from 01.11.2007). Art. 61. (Repealed - State Gazette, No. 52 of 2007, effective from 01.11.2007).

Section II
Issuance and Revocation of License
(Repealed - State Gazette, No. 52 of 2007, effective from 01.11.2007)

Art. 62. (Am. and added - State Gazette, No. 39 of 2005; added, No. 86 of 2006, effective from 01.01.2007, am. and added, No. 25 of 2007; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 63. (Am. and added - State Gazette, No. 39 of 2005; No., 25 of 2007; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 64. (Am. and added - State Gazette, No. 39 of 2005; No. 86 of 2006; No., 25 of 2007; repealed, No. 52 of 2007, effective from 01.11.2007).

Art. 65. (Am. - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 66. (Am. and added - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 67. (Am. - State Gazette, No. 39 of 2005, am., No. 34 of 2006, effective from 01.01.2008; repealed, No. 52 of 2007, effective from 01.11.2007) .
Art. 68. (Am. and added - State Gazette, No. 39 of 2005; am., No. 84 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 68a. (New - State Gazette, No. 61 of 2002; am., No. 39 of 2005; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 68b. (New - State Gazette, No. 61 of 2002; am., No. 39 of 2005; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 69. (Am. - State Gazette, No. 61 of 2002, No. 8 of 2003, No. 39 of 2005; repealed, No. 52 of 2007, effective from 01.11.2007).

Section IIa
(New - State Gazette, No. 39 of 2005, effective from the date of entry into force of the Treaty of Accession of the Republic of Bulgaria to the European Union; repealed, No. 52 of 2007, effective from 01.11.2007) Carrying out activities by investment intermediaries in a Member State (Title am. - State Gazette, No. 86 of 2006, effective from 01.01.2007)

Art. 69a. (Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 69b. (Repealed - State Gazette, No. 52 of 2007, effective from 01.11.2007).
Art. 69c. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 69d. (Previous Art. 69c, am, No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007) Art. 69e. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007).

Section IIb
(New - State Gazette, No. 39 of 2005, effective from the date of entry into force of the Treaty of Accession of the Republic of Bulgaria to the European Union; repealed, No. 52 of 2007, effective from 01.11.2007) Carrying out activities in the Republic of Bulgaria by investment intermediaries with headquarters in a Member State (Title am. - State Gazette, No. 86 of 2006, effective from 01.01.2007)

Art. 69e. (Previous Art. 69d, am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 69zh. (Previous Art. 69e, am.- State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 69z. (Previous Art. 69zh, am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 69i. (Previous Art. 69z, am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 69k. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007).

Art. 69l. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 69m. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007).

Section III
Requirements for the activities of investment intermediaries (Repealed - State Gazette, No. 52 of 2007, effective from 01.11.2007)

Art. 70. (Am. - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, effective from 01.11.2007).
Art. 71. (Am. - State Gazette, No. 63 of 2000; No. 92 of 2000; No., 101 of 2002; added, No. 19 of 2005; am. and added, No. 39 of 2005; am., No. 105 of 2005; No. 33 of 2006; No., 63 of 2006; added, No. 105 of 2005, effective from 01.01.2007; repealed and added, No. 52 of 2007, effective from 01.11.2007; am., No. 69 of 2008; am., No. 93 of 2009, effective from 25.12.2009) Art. 71a. (New - State Gazette, No. 25 of 2007; repealed, No. 52 of 2007, effective from 01.11.2007). Art. 72. (Repealed - State Gazette, No. 52 of 2007, effective from 01.11.2007). Art. 73. (Repealed - State Gazette, No. 52 of 2007, effective from 01.11.2007). Art. 74. (Am. and added - State Gazette, No. 39 of 2005; am., No. 25 of 2007; repealed, No. 52 of 2007, effective from 01.11.2007). Art. 74a. (New - State Gazette, No. 39 of 2005; am., No. 34 of 2006, effective from 01.01.2008; No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007). Art. 74b. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007, am., No. 25 of 2007; added and repealed, No. 52 of 2007, effective from 01.11.2007) Art. 74c. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007, am., No. 25 of 2007; repealed, No. 52 of 2007, effective from 01.11.2007). Art. 74d. (New - State Gazette, No. 39 of 2005; am., No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007). Art. 75. (Am. and added - State Gazette, No. 61 of 2002; added, No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007) Art. 76. (Am. - State Gazette, No. 39 of 2005; am., No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007). Art. 76a. (New - State Gazette, No. 39 of 2005; am., No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007). Art. 76b. (New - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, effective from 01.11.2007). Art. 77. (Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007).

Section IV
(New - State Gazette, No. 39 of 2005)
Investor Compensation

Art. 77a. (New - State Gazette, No. 39 of 2005; am., No. 86 of 2006, effective from 01.01.2007; am., No. 52 of 2007, effective from 01.11.2007) (1) The Investor Compensation Fund, hereinafter referred to as "the Fund", is established as a legal entity with headquarters in Sofia.
(2) The Fund ensures the payment of compensation to clients of an investment intermediary and its branches in receiving states under the conditions and in the manner of this law through the funds collected in the Fund in cases where the investment intermediary is unable to fulfill its obligations to clients due to reasons directly related to its financial condition. (3) (Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007) Every investment intermediary that holds, administers or manages money and/or financial instruments for clients and for whom obligations to clients may arise for this reason is obliged to make monetary contributions to the Fund in accordance with Art. 77n, para. 1 and 2. (4) (Am. - State Gazette, No. 52 of 2007, effective from 01.11.2007) The obligation under para. 3 also applies to the branches of investment intermediaries from third countries in the Republic of Bulgaria in cases when:

(am. - State Gazette, No. 52 of 2007, effective from 01.11.2007) there is no operating investor compensation system for financial instruments in the state of the investment intermediary's headquarters or it does not cover its branches abroad;
(am. - State Gazette, No. 52 of 2007, effective from 01.11.2007) the amount or scope of compensation provided by the existing investor compensation system for financial instruments in the state of the investment intermediary's headquarters is smaller than the amount or scope of compensation provided for in this law; in this case, the compensation provided by the Fund is for the difference exceeding the compensation provided by the investor compensation system for financial instruments at the headquarters of the investment intermediary.
(5) When the amount or scope, including the percentage of compensation, provided for in this law, exceeds the amount or scope of compensation provided in the Member State of the headquarters of the investment intermediary that carries out activities in the Republic of Bulgaria through a branch, the investment intermediary may participate in the Fund in order to ensure additional compensation for the clients of its branch. In this case, the Fund ensures compensation for the difference exceeding the compensation provided by the investor compensation system for financial instruments at the headquarters of the investment intermediary. (6) The investment intermediary under para. 5 is obliged to make only contributions under Art. 77n, para. 2, the amount of which is determined proportionally to the additional compensation provided by the Fund. (7) Non-payment of the contributions due from the investment intermediary under this law does not deprive entitled clients of the investment intermediary of compensation up to the amounts provided for in Art. 77g.

Art. 77b. (New - State Gazette, No. 39 of 2005, am., No. 52 of 2007, effective from 01.11.2007 ; added, No. 103 of 2012; am. and added, No. 62 of 2017; am., No. 15 of 2018, effective from 16.02.2018) (1) (Am. - State Gazette, No. 52 of 2007, effective from 01.11.2007) The Fund pays compensation to the clients of the investment intermediary up to the amounts provided for in Art. 77g, in cases when:

by decision of the respective district court, insolvency proceedings have been opened for the investment intermediary, including when the insolvency proceedings have been terminated on the basis of Art. 632 of the Commercial Code ;
(am. - State Gazette, No. 59 of 2006, effective from the date of entry into force of the Treaty of Accession of the Republic of Bulgaria to the European Union; am., No. 52 of 2007, effective from 01.11.2007; am., No. 15 of 2018, effective from 16.02.2018) the license or permit to carry out activities as an investment intermediary has been revoked, by decision of the competent authority in the cases under Art. 27, para. 1, item 6 of the Law on Markets in Financial Instruments , and regarding investment intermediaries that are banks - in the cases under Art. 36, para. 2 of the Law on Credit Institutions .
(new - State Gazette, No. 62 of 2017) by decision of the Commission, it has been established that the following conditions exist simultaneously:
a) the financial instruments and/or monetary funds held by the investment intermediary on behalf of its clients are not available in the respective accounts for reasons other than the execution of contractual relations with clients; b) in the opinion of the Commission, at this moment the investment intermediary is unable, for reasons directly related to its financial condition, to pay the monetary funds to the clients or to restore the financial instruments and will not be able to do so in the short term. (2) (New - State Gazette, No. 62 of 2017; am., No. 15 of 2018, effective from 16.02.2018) The decision under para. 1, item 3 is taken within 10 working days from learning that the investment intermediary is not fulfilling its obligations to clients to pay monetary funds and/or transfer financial instruments. The Commission for Financial Supervision may take a decision under para. 1, item 3 even after the revocation of a license of an investment intermediary to carry out activities, outside the cases under Art. 27, para. 1, item 6 of the Law on Markets in Financial Instruments. (3) (Previous para. 2, am. - State Gazette, No. 62 of 2017) The authority under para. 1, items 1-3 is obliged to send a copy of the decision to the Fund no later than the end of the day following the adoption of the decision. (4) (New. - State Gazette, No. 52 of 2007, effective from 01.11.2007; previous para. 3, No. 62 of 2017) For clients of a foreign investment intermediary, the Fund pays compensation upon the occurrence of events analogous to those under para. 1, which are grounds for payment of compensation according to the respective legislation. (5) (Previous para.3 - am., No. 52 of 2007, effective from 01.11.2007; previous para. 4, am., No. 62 of 2017) Within 7 days from receiving the decision under para. 1, the Fund publishes in at least two central daily newspapers and on its Internet page a notice about the adopted decision under para. 1 and the period under Art. 77f, para. 2 , in which clients of the investment intermediary can submit a request for payment of compensation from the Fund, as well as the bank through which the payment of compensation will be carried out. (6) (New - State Gazette, No. 103 of 2012; previous para. 5, added, No. 62 of 2017) In the cases under para. 1, item 1, the claims of the clients of the investment intermediary are considered as submitted and are entered ex officio by the liquidator in the list under Art.686, para.1, item 2 of the Commercial Code.

Art. 77c. (New - State Gazette, No. 39 of 2005; am., No. 86 of 2006, effective from 01.01.2007; am., No. 52 of 2007, effective from 01.11.2007; am., No. 15 of 2018, effective from 16.02.2018) (1) Compensation is paid for claims arising from the inability of the investment intermediary to return client assets in accordance with statutory and contractual conditions. (2) (Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; am., No. 52 of 2007, effective from 01.11.2007; am., No. 15 of 2018, effective from 16.02.2018) Client assets within the meaning of this section are the monetary funds, financial instruments and other assets of the clients of the investment intermediary, which it holds, administers or manages on their behalf in connection with the services provided by it under Art. 6, para. 2 and 3 of the Law on Markets in Financial Instruments, including interest, dividends and other similar payments. The client assets of investment intermediaries-banks do not include deposits within the meaning of § 1, item 1 of the supplementary provisions of the Law on Guaranteeing Deposits in Banks. (3) (Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007) The amount of the claim under para. 1 is determined as of the date of adoption of the decision under Art. 77b, para. 1 in accordance with statutory and contractual conditions, as the evaluation of client assets is carried out under conditions and in a manner determined by a regulation.

Art. 77g. (New - State Gazette, No. 39 of 2005; am., No. 86 of 2006, effective from 01.01.2007, am., No. 25 of 2007; am., No. 52 of 2007, effective from 01.11.2007; am., No. 109 of 2013, effective from 20.12.2013; am., No. 102 of 2015, effective from 01.01.2016; am., No. 15 of 2018, effective from 16.02.2018; am., No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and a Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU) (1) (Am. - State Gazette, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and a Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU) The Fund pays compensation to each client of an investment intermediary in the amount of 90 percent of the value of the claim, but not more than 20,000 euros. (2) Compensation is not paid to:

the members of the management and supervisory bodies of the investment intermediary, as well as its procurists;
(am. - State Gazette, No. 25 of 2007) persons who directly or indirectly own 5 or more than 5 percent of the votes in the general meeting of the investment intermediary or can control it, as well as persons belonging to the same group to which the investment intermediary belongs, for which consolidated reports are prepared;
the registered auditor who audited the annual financial report of the investment intermediary;
the spouses, relatives in direct line without restriction, in collateral line up to the second degree inclusive and by affinity up to the second degree inclusive of the persons under items 1, 2 and 3;
investment intermediaries;
(am. - State Gazette, No. 86 of 2006, effective from 01.01.2007) credit institutions;
insurers;
pension and insurance funds;
(am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; am., No. 109 of 2013, effective from 20.12.2013) collective investment schemes, national investment funds, alternative investment funds managed by persons managing alternative investment funds, and special purpose investment vehicles;
the state and state institutions;
municipalities;
(am. - State Gazette, No. 103 of 2005, effective from 01.01.2006; am., No. 102 of 2015, effective from 01.01.2016) The Investor Compensation Fund for Financial Instruments, the Deposit Guarantee Fund in Banks and the Guarantee Fund under Art. 518 of the Insurance Code;
(new - State Gazette, No. 86 of 2006, effective from 01.01.2007) investors who have taken advantage of circumstances related to the intermediary and leading to the deterioration of its financial condition, as well as investors who have contributed to this condition;
(previous item 13, am. - State Gazette, No. 86 of 2006, effective from 01.01.2007, am., No. 52 of 2007, effective from 01.11.2007; am., No. 15 of 2018, effective from 16.02.2018) other professional clients within the meaning of § 1, item 10 of the supplementary provisions of the Law on Markets in Financial Instruments.
(3) The Fund does not pay compensation for claims arising from and/or related to transactions and actions constituting "money laundering" within the meaning of Art. 2 of the Law on Measures against Money Laundering , if the perpetrator has been convicted by a final judgment.
(4) The circumstances determining the exclusions under para. 2 and 3 are established as of the date of the decision under Art. 77b, para. 1 .

Art. 77d. (New - State Gazette, No. 39 of 2005; added, No. 103 of 2012) (1) The Fund is transformed, terminated and liquidated by law.
(2) Upon liquidation of the Fund, after the payment of its liabilities, the remainder of its property is distributed among the investment intermediaries proportionally to the contributions paid by them, with the exception of investment intermediaries whose obligations to clients have been paid by the Fund.
(3) (New - State Gazette, No. 103 of 2012) The Commission exercises control over the activities of the Fund. Inspections are carried out by employees of the Commission's administration, designated by order of the Chairman.
(4)(New - State Gazette, No. 103 of 2012) The Fund is obliged to provide the Commission with any information and documents related to its activities upon request.
(5) (Previous para. 3 - State Gazette, No. 103 of 2012) The Commission adopts a regulation on the organization and activities of the Fund, which is published in the "State Gazette".
(6) (Previous para. 4, am. - State Gazette, No. 103 of 2012) The Court of Audit audits the Investor Compensation Fund.

Art. 77e. (New - State Gazette, No. 39 of 2005; am., No. 52 of 2007, effective from 01.11.2007; added, No. 103 of 2012; am., No. 62 of 2017; am., No. 95 of 2017, effective from 01.01.2018; am., No. 15 of 2018, effective from 16.02.2018)

(1) The Board of Directors of the Fund is elected by the Commission and consists of five members: chairman, deputy chairman and three members.
(2) The chairman and deputy chairman of the Board of Directors of the Fund are proposed by the deputy chairman of the Commission.
(3)(Am. - State Gazette, No. 52 of 2007, effective from 01.11.2007) The remaining three members of the Board of Directors of the Fund are proposed as follows:
1. (am. - State Gazette, No. 52 of 2007, effective from 01.11.2007; am., No. 15 of 2018, effective from 16.02.2018) a person proposed by an association or associations representing persons who have obtained a license to carry out services and activities under Art. 6, para. 2 and 3 of the Law on Markets in Financial Instruments , with the exception of banks, and who are obliged to make monetary contributions to the Fund under the conditions and in the manner of this law;
2. (am. - State Gazette, No. 52 of 2007, effective from 01.11.2007; am., No. 15 of 2018, effective from 16.02.2018) a person proposed by an association or associations representing investment intermediaries - banks, having obtained permission to carry out services and activities under Art. 6, para. 2 and 3 of the Law on Markets in Financial Instruments and who are obliged to make monetary contributions to the Fund under the conditions and in the manner of this law;
3. (am. - State Gazette, No. 62 of 2017) a person proposed by an association or associations representing management companies, having obtained a license to carry out activities and provide services under Art. 86, para. 1 and 2 of the Law on the Activity of Collective Investment Schemes and Other Collective Investment Undertakings and who are obliged to make monetary contributions to the Fund under the conditions and in the manner of this law.
(4) In cases where, within the period under Art. 77zh, para. 2, the deputy chairman, as well as the association or associations under para. 3 do not propose a person to be elected as a member of the Board of Directors of the Fund, the Chairman of the Commission proposes the person at his discretion.
(5) Members of the Board of Directors must have higher economic or legal education and professional experience of not less than 5 years in the field of law, finance, accounting, trading in financial instruments or banking.
(6) Persons who are elected as members of the Board of Directors of the Fund:
1. have not been members of a management or supervisory body or unlimited partners in a company for which insolvency proceedings have been opened, or in a company terminated due to insolvency, if there are unsatisfied creditors;
2. have not been declared insolvent and are not in proceedings for declaration of insolvency as sole traders;
3. are not spouses or relatives in direct or collateral line up to the third degree inclusive or by affinity up to the third degree inclusive of another member of the Board of Directors of the Fund;
4. have not been convicted of an intentional crime of a general nature;
5. have not been deprived of the right to hold a position of material responsibility.
(7) The chairman and deputy chairman of the Board of Directors of the Fund cannot carry out any other paid activity except scientific research and teaching.

(8) (Amended - State Gazette, No. 95 of 2017, effective from 01.01.2018) The remuneration of the chairman, deputy chairman, and members of the management board of the fund is determined in its rules of procedure.
(9) (New - State Gazette, No. 103 of 2012) The relations between the fund and the members of the management board are regulated by a management delegation contract. The contract is concluded in written form on behalf of the fund by the chairman of the Commission or by a person authorized by him.

Art. 77zh. (New - State Gazette, No. 39 of 2005; amended, No. 42 of 2009; amended and supplemented, No. 62 of 2017; amended, No. 7 of 2018; amended, No. 84 of 2023, effective from 06.10.2023; amended, No. 16 of 2026; amended, No. 51 of 2026, effective from 05.06.2026.) (1) The term of office of the management board is 5 years. The members of the management board of the fund continue to exercise their powers and perform their functions after the expiration of their term until the new members take office. Members of the management board may be re-elected without limitation. (2) (Supplemented - State Gazette, No. 62 of 2017) Within a three-month period prior to the expiration of the term of office of the members of the management board of the fund, the deputy chairman, the association, or the associations under Art. 77e, para. 3, submit their proposals for persons to be elected as members of the management board of the fund. The deputy chairman notifies the associations under Art. 77e, para. 3 of the commencement of the three-month period for submitting proposals for members of the management board of the fund. (3) The term of office of a member of the management board is terminated prematurely by a decision of the Commission:

upon submission of a resignation;
if he no longer meets the requirements of Art. 77e, para. 6;
in case of actual impossibility to perform his duties for more than 6 months;
upon violation of Art. 77e, para. 7;
if he does not participate without valid reason in three or more consecutive meetings of the management board.
(new - State Gazette, No. 42 of 2009; amended, No. 62 of 2017; amended, No. 7 of 2018; amended, No. 84 of 2023, effective from 06.10.2023; amended, No. 16 of 2026; amended, No. 51 of 2026, effective from 05.06.2026) upon the entry into force of an act establishing a conflict of interest under the Law on Counteracting Corruption among Persons Holding Public Office.
(4) In case of premature termination of the term of office of a member of the management board of the fund, another person is elected for the remainder of the term. Paragraph 2 applies mutatis mutandis.

Art. 77z. (New - State Gazette, No. 39 of 2005; amended, No. 86 of 2006, effective from 01.01.2007; amended and supplemented, No. 62 of 2017) (1) The management board of the fund:

determines and collects, in accordance with the rules established by this law and the implementing acts, the entry fees and annual contributions from investment intermediaries;
(amended - State Gazette, No. 86 of 2006, effective from 01.01.2007) establishes, after collecting the relevant evidence, against which branches of foreign investment intermediaries in the country the conditions under Art. 77a, para. 4 exist;
(amended and supplemented - State Gazette, No. 62 of 2017) takes decisions on investing the fund's funds in compliance with the requirements of this law and adopted internal rules and restrictions;
organizes the payment of compensation up to the amounts provided in Art. 77g under the conditions and procedure of this law and the implementing acts;
adopts an annual activity report and an annual financial report and submits them to the Commission and the Court of Auditors by May 30 of the following year;
adopts an annual budget for the administrative expenses of the fund and a report on its implementation and submits them for approval by the Commission; the approved budget and implementation report are submitted to the Court of Auditors;
develops draft regulations for the implementation of this section and submits them to the Commission for discussion and adoption;
adopts the staffing schedule of the fund and determines the remuneration of its employees and submits them for approval by the Commission;
considers and decides on other issues related to the activities of the fund.
(2) The fund may require investment intermediaries to provide all documents necessary to form an objective assessment regarding the existence and size of client assets for which compensation is paid.
(3) At the request of the fund, the deputy chairman of the Commission, or respectively the deputy governor in charge of the "Bank Supervision" department of the Bulgarian National Bank, when the investment intermediary is a bank, may carry out targeted inspections of investment intermediaries and submit the results to the fund. (4) The fund publishes information about its activities on its website and in other suitable ways.

Art. 77i. (New - State Gazette, No. 39 of 2005) (1) The management board of the fund considers and decides on all issues within its competence at meetings, which are held at least once every three months.
(2) Meetings are convened by the chairman or at the request of three members of the management board.
(3) Meetings are held if more than half of the members of the management board are present.
(4) Decisions of the management board of the fund are taken by a simple majority of its members.

Art. 77k. (New - State Gazette, No. 39 of 2005) (1) The chairman of the management board of the fund:

represents the fund in the country and abroad;
organizes and directs the current activities of the fund;
convenes and chairs the meetings of the management board;
concludes and terminates contracts with the persons in the fund's administration;
organizes and exercises current control over the implementation of the budget approved by the Commission.
(2) The chairman may delegate some of his powers to a member of the management board.

Art. 77l. (New - State Gazette, No. 39 of 2005; amended, No. 103 of 2012) (1) (Amended - State Gazette, No. 103 of 2012) The activities of the fund are supported by an administration, whose composition, structure, rights, and obligations are determined by the rules under Art. 77d, para. 5.
(2) The legal relations with the employees of the administration are regulated in accordance with the Labor Code.

Art. 77l1. (New - State Gazette, No. 25 of 2026) The fund is obliged at all times to have a personal profile registered in the information system for secure electronic delivery as a module of the Portal of Electronic Government within the meaning of the Electronic Management Act.

Art. 77m. (New - State Gazette, No. 39 of 2005; amended, No. 86 of 2006; supplemented, No. 94 of 2012, effective from 01.01.2013; supplemented, No. 62 of 2017, effective from 01.01.2018) (1) Sources for raising the fund's funds are:

the entry fees under Art. 77n, para. 1;
the annual contributions under Art. 77n, para. 2;
the income from investing the funds collected in the fund;
(amended - State Gazette, No. 86 of 2006, effective from 28.10.2006) the sums received by the fund from the property of investment intermediaries in the cases under Art. 77f, para. 6;
other sources, such as loans, donations, foreign assistance.
(2) The Bulgarian National Bank is the depository of the fund's funds.
(3) (New - State Gazette, No. 94 of 2012, effective from 01.01.2013; supplemented, No. 62 of 2017, effective from 01.01.2018) The fund is exempt from paying corporate tax for activities related to compensating investors and for activities related to the recovery and restructuring of investment intermediaries.

Art. 77n. (New - State Gazette, No. 39 of 2005; amended, No. 86 of 2006, effective from 01.01.2007; amended, No. 52 of 2007, effective from 01.11.2007; amended and supplemented, No. 103 of 2012; amended and supplemented, No. 62 of 2017; amended, No. 15 of 2018, effective from 16.02.2018; amended, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Article 140, paragraph 2 of the TFEU, and Council Regulation on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Article 140, paragraph 3 of the TFEU) (1) (Amended - State Gazette, No. 52 of 2007, effective from 01.11.2007; amended, No. 15 of 2018, effective from 16.02.2018) The entry fee is paid as a one-time payment and is equal to one percent of the minimum required capital for an investment intermediary according to the permitted services and activities under Art. 6, para. 2 and 3 of the Markets in Financial Instruments Act. (2) The investment intermediary makes an annual contribution in the amount:

up to 0.5 percent of the total amount of monetary funds; and
up to 0.1 percent of the total amount of other client assets for the previous year, determined on a monthly average basis.
(3) The percentages under para. 2 for the respective year are determined by the management board of the fund by December 31 of the previous year and are the same for all investment intermediaries.
(4) The annual contribution is paid in four equal parts within 30 days from the end of each quarter.

(5) When calculating the amount of the due annual contribution, monetary funds in foreign currency are valued at the exchange rate of the Bulgarian National Bank as of the last day of the month, and financial instruments and other assets are valued as of the last day of the month, if possible at their market value, in accordance with rules defined by regulation. (6) The total amount of client assets under para. 2 does not include the assets of the persons under Art. 77g, para. 2. (7) (Amended - State Gazette, No. 62 of 2017) The amount of the due annual contribution from an investment intermediary that obtained a license to conduct business during the respective year is calculated proportionally to the time from obtaining the license to conduct business as an investment intermediary until the end of the year on the total amount of client assets at the end of the same year, with days in the year counted as 360. In these cases, the contribution is paid by January 31 of the year following the year in which the investment intermediary obtained the license to conduct business. (8) (New - State Gazette, No. 103 of 2012) The amount of the due annual contribution from an investment intermediary whose license to conduct business was revoked during the respective year is calculated proportionally to the time from the beginning of the year to the date of the decision to revoke the license, with days in the year counted as 360. (9) (Previous para. 8 - State Gazette, No. 103 of 2012) In case of non-payment of the corresponding part of the annual contribution within the period under para. 4, interest at the legal rate is accrued and due on the outstanding sum for the period of delay. (10) (Previous para. 9 - State Gazette, No. 103 of 2012) The entry and annual contributions are accounted for as current year expenses. (11) (Previous para. 10 - State Gazette, No. 103 of 2012) The contributions made by investment intermediaries are not subject to refund, unless they were paid erroneously or overpaid. (12) (Previous para. 11 - State Gazette, No. 103 of 2012) The investment intermediary is obliged to submit to the Commission and the fund by the 10th day of each month a report on client assets as of the last day of the previous month, using a form approved by the deputy chairman of the Commission. (13) (New - State Gazette, No. 62 of 2017; amended, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Article 140, paragraph 2 of the TFEU, and Council Regulation on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Article 140, paragraph 3 of the TFEU) In cases where the amount of client assets under para. 2, determined on a monthly average basis, is greater than zero, the annual contribution is not less than 50 euros. (14) (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; previous para. 12,
No. 103 of 2012; previous para. 13, No. 62 of 2017) Investment intermediary banks do not make annual contributions under para. 2, item 1.

Art. 77o. (New - State Gazette, No. 39 of 2005; amended, No. 86 of 2006; amended, No. 52 of 2007, effective from 01.11.2007; amended, No. 95 of 2017, effective from 01.01.2018; amended, No. 15 of 2018, effective from 16.02.2018) (1) (Amended - State Gazette, No. 59 of 2006; amended, No. 86 of 2006, effective from 28.10.2006; amended, No. 52 of 2007, effective from 01.11.2007; amended, No. 95 of 2017, effective from 01.01.2018; amended, No. 15 of 2018, effective from 16.02.2018) In case an investment intermediary does not pay the due amount of the annual contribution, the fund notifies the Commission to take measures under Art. 276, para. 1 of the Markets in Financial Instruments Act, and in cases where the investment intermediary is a bank - the Bulgarian National Bank, respectively the deputy governor in charge of the "Bank Supervision" department, to take measures under the Credit Institutions Act. If despite the measures taken under the first sentence the investment intermediary does not fulfill its payment obligation, the Commission, respectively the Bulgarian National Bank, revokes the license of the investment intermediary. (2) (Amended - State Gazette, No. 86 of 2006, effective from 28.10.2006) In case an investment intermediary under Art. 77a, para. 5 does not pay the due amount of the annual contribution, the fund notifies the competent authority that issued the license to the investment intermediary to conduct business, to take the necessary measures to pay the sum due by the intermediary. If despite the measures taken the investment intermediary does not pay the due sum, the fund may, with the consent of the competent authority under the first sentence, terminate the provision of additional compensation with 12 months' notice. The fund publishes at least in two central daily newspapers a notice of the date from which it terminates the provision of additional compensation. (3) (Amended - State Gazette, No. 86 of 2006, effective from 28.10.2006) The fund ensures the payment of compensation after the revocation of the license to conduct business of the investment intermediary, respectively after the termination of the provision of additional compensation under para. 2, for claims related to services provided by the investment intermediary until the revocation of the license, respectively until the termination of the provision of additional compensation.

Art. 77p. (New - State Gazette, No. 39 of 2005) (1) The Commission and the Bulgarian National Bank provide, upon request by the fund, all information in their possession regarding the size of client assets at investment intermediaries, necessary for calculating the contributions due from investment intermediaries.
(2) The fund may use the received data only for the performance of its assigned functions.
(3) Members of the management board of the fund and employees of its administration may not disclose personally or through others information that becomes known to them in connection with the performance of their functions, when this information constitutes a bank, professional, or other legally protected secret.

Art. 77r. (New - State Gazette, No. 39 of 2005) (1) The funds of the fund may be used only for the payment of compensation up to the amounts defined in Art. 77g in the cases provided by this law, for the principal and interest on loans taken by the fund, as well as for covering expenses related to the activities of the fund. (2) The funds of the fund are invested in:

financial instruments issued or guaranteed by the state;
short-term deposits in banks;
deposits at the Bulgarian National Bank.

Art. 77s. (New - State Gazette, No. 39 of 2005) (1) If the funds of the fund are insufficient to cover its obligations under this law, by decision of the management board, the shortfall is covered in one of the following ways:

obliging investment intermediaries to pay the entire annual contribution at once;
obliging investment intermediaries to pay in advance the annual contribution for the following year, with the basis for determining it being the total amount of client assets as of the last day of the previous month;
increasing the annual contribution;
using loans under terms no less favorable than market terms.
(2) Decisions of the management board under para. 1 are approved by the Commission.
(3) The sum paid in advance under para. 1, item 2 is deducted from the annual contribution due from the investment intermediary for the following year, and any overpayment is subject to refund.
(4) The maximum amount of the increased annual contribution under para. 1, item 3 may not exceed twice the amount under Art. 77n, para. 2 and 6.
(5) Loans used by the fund may be secured by the fund's assets, including the fund's future claims.

Art. 77t. (New - State Gazette, No. 39 of 2005) (1) When the accumulated funds in the fund exceed 5 percent of the total amount of client assets at all investment intermediaries, the management board may take a decision to temporarily suspend the payment of annual contributions. The decision of the management board is approved by the Commission. (2) The payment of annual contributions is resumed when the funds in the fund fall below the amount under para. 1.

Art. 77u. (New - State Gazette, No. 39 of 2005; amended and supplemented, No. 86 of 2006, effective from 28.10.2006; amended, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Article 140, paragraph 2 of the TFEU, and Council Regulation on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Article 140, paragraph 3 of the TFEU) (1) (Amended and supplemented - State Gazette, No. 86 of 2006) The value of the claim under Art. 77g, para. 1 is determined by aggregating all claims of the respective client against the investment intermediary, regardless of the number of accounts and the location where they are opened. (2) (Amended - State Gazette, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Article 140, paragraph 2 of the TFEU, and Council Regulation on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Article 140, paragraph 3 of the TFEU) In cases where client assets are in foreign currency or in financial instruments, the client is paid the euro equivalent of his claims in the amount under Art. 77g, para. 1, determined as of the date of the decision under Art. 77b, para. 1. (3) In cases where client assets belong to more than one person, the share of each of them is taken into account when determining the total amount of his claims against the investment intermediary. If not otherwise provided, it is assumed that the shares of the clients are equal.

(4) In cases where the client of the investment intermediary acted on behalf of another, compensation is paid to the person on whose behalf the client acted, provided that this person is or can be established before the date of the decision under Art. 77b, para. 1. If the client of the investment intermediary acted on behalf of two or more persons, para. 3 applies. (5) Client assets subject to encumbrances or serving as security are included in determining the amount of compensation under the procedure of para. 1, as the corresponding share of compensation for client assets is not paid to the client-owner until the encumbrance or security is lifted. If there is a final act of a judicial authority regarding the client assets under the first sentence, the fund pays the compensation due regarding the client assets to the person designated in the act as having the right to receive compensation for the client assets. (6) (New - State Gazette, No. 86 of 2006, effective from 28.10.2006) In cases where the client has obligations to the investment intermediary, when determining the value of the claim under Art. 77g, para. 1, the amount of the obligations is deducted.

Art. 77f. (New - State Gazette, No. 39 of 2005; amended and supplemented, No. 86 of 2006, effective from 28.10.2006; amended, No. 52 of 2007, effective from 01.11.2007; amended and supplemented, No. 62 of 2017) (1) (Supplemented - State Gazette, No. 62 of 2017) Within 30 days from the date of the decision under Art. 77b, para. 1, the appointed trustee, liquidator, or trustee presents written information to the fund regarding client assets. In the cases under Art. 77b, para. 1, item 3, if the Commission has not taken a decision to appoint a trustee, the deputy chairman presents the written information regarding client assets to the fund. (2) (Amended - State Gazette, No. 86 of 2006, effective from 28.10.2006; amended, No. 52 of 2007, effective from 01.11.2007; amended, No. 62 of 2017) The claim for payment of compensation is submitted in writing to the fund within one year from the publication of the notice under Art. 77b, para. 5, unless the failure to meet the deadline is due to special unforeseen circumstances. The right to compensation is extinguished upon the expiration of the deadline under the first sentence. (3) (Amended - State Gazette, No. 86 of 2006, effective from 28.10.2006) The fund considers the submitted claim and pays the compensation no later than three months from the establishment of the basis and size of the claim of the client of the investment intermediary. (4) In special cases, the deadline for the payment of compensation to the clients of the investment intermediary may be extended by no more than three months with the permission of the Commission. (5) (New - State Gazette, No. 86 of 2006, effective from 28.10.2006) In case of a dispute regarding the right to compensation, the client may file a lawsuit against the fund under the Civil Procedure Code within three years from the day of receiving the notice of the decision on the claim for payment of compensation. (6) (Previous para. 5, amended - State Gazette, No. 86 of 2006, effective from 28.10.2006) The fund steps into the rights of the clients against the investment intermediary up to the amount of the compensation paid. (7) (Previous para. 6, amended - State Gazette, No. 86 of 2006, effective from 28.10.2006) The fund periodically notifies the trustee, liquidator, or trustee of the amount of compensation paid to each client.

(8) (Former para. 7, amended - State Gazette, No. 86 of 2006, effective from 28.10.2006) For claims exceeding the amount of compensation paid from the fund, clients are satisfied from the property of the investment intermediary in accordance with the legislation in force.

(9) (Former para. 8, amended and supplemented - State Gazette, No. 86 of 2006, effective from 28.10.2006) The procedure and manner for considering the application and payment of compensation from the fund are regulated by a regulation.

Art. 77h. (New - State Gazette, No. 39 of 2005) The fund does not owe interest on the guaranteed amounts.

Art. 77i. (New - State Gazette, No. 39 of 2005) Regardless of the period determined in Art. 77f, para. 3 or 4, when a client of the investment intermediary or another person entitled to compensation is accused of committing a crime arising from or related to money laundering, the fund may suspend the payment of compensation until the court's decision.

Art. 77j. (New - State Gazette, No. 39 of 2005) Investment intermediaries cannot advertise the payment of compensation in amounts exceeding those established in this law.

Chapter Six
Public Offering of Securities and Admission of Securities to Trading on a Regulated Market (Heading supplemented - State Gazette, No. 86 of 2006, effective from 01.01.2007)

Section I
(Repealed - State Gazette, No. 64 of 2020, effective from 21.08.2020)

General Provisions
Art. 77k. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; supplemented, No. 52 of 2007; supplemented, No. 77 of 2011; amended and supplemented, No. 103 of 2012; supplemented, No. 34 of 2015; amended and supplemented, No. 42 of 2016; amended, No. 15 of 2018, effective from 16.02.2018; amended, No. 17 of 2019; repealed, No. 64 of 2020, effective from 21.08.2020).

Art. 78. (Amended and supplemented - State Gazette, No. 86 of 2006, effective from 01.01.2007; amended, No. 52 of 2007; repealed, No. 64 of 2020, effective from 21.08.2020).

Art. 78a. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; amended, No. 52 of 2007, effective from 03.07.2007; amended, No. 103 of 2012; amended and supplemented, No. 62 of 2017; repealed, No. 64 of 2020, effective from 21.08.2020).

Art. 79. (Amended and supplemented - State Gazette, No. 86 of 2006, effective from 01.01.2007; amended and supplemented, No. 103 of 2012; amended, No. 34 of 2015; repealed, No. 64 of 2020, effective from 21.08.2020).

Art. 79a. (New - State Gazette, No. 61 of 2002; amended, No. 86 of 2006, effective from 01.01.2007; amended, No. 62 of 2017; repealed, No. 64 of 2020, effective from 21.08.2020).

Art. 79b. (New - State Gazette, No. 62 of 2017; amended, No. 95 of 2017, effective from 01.01.2018; repealed, No. 64 of 2020, effective from 21.08.2020).

Art. 80. (Amended - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 64 of 2020, effective from 21.08.2020).

Art. 80a. (New - State Gazette, No. 61 of 2002; repealed, No. 64 of 2020, effective from 21.08.2020).

Section II
(Repealed - State Gazette, No. 64 of 2020, effective from 21.08.2020)

Prospectus
Art. 81. (Amended - State Gazette, No. 86 of 2006, effective from 01.01.2007; amended, No. 105 of 2006, effective from 01.01.2007; supplemented, No. 103 of 2012; supplemented, No. 34 of 2015; amended, No. 95 of 2015, effective from 01.01.2016; repealed, No. 64 of 2020, effective from 21.08.2020).

Art. 82. (Amended - State Gazette, No. 86 of 2006, effective from 01.01.2007; amended and supplemented, No. 103 of 2012; repealed, No. 64 of 2020, effective from 21.08.2020).

Art. 82a. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; amended, No. 103 of 2012; repealed, No. 64 of 2020, effective from 21.08.2020).

Art. 82b. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 103 of 2012);

Art. 83. (Amended - State Gazette, No. 39 of 2005; repealed, No. 64 of 2020, effective from 21.08.2020).

Art. 84. (Amended - State Gazette, No. 86 of 2006, effective from 01.01.2007; amended, No. 103 of 2012; repealed, No. 64 of 2020, effective from 21.08.2020).

Art. 85. (Amended and supplemented - State Gazette, No. 86 of 2006; amended and supplemented, No. 103 of 2012; amended, No. 34 of 2015; amended, No. 102 of 2015, effective from 01.01.2016; repealed, No. 64 of 2020, effective from 21.08.2020).

Art. 86. (Amended - State Gazette, No. 86 of 2006, effective from 01.01.2007; amended, No. 103 of 2012; amended, No. 102 of 2015, effective from 01.01.2016; repealed, No. 64 of 2020, effective from 21.08.2020).

Art. 87. (Amended - State Gazette, No. 39 of 2005; amended, No. 86 of 2006, effective from 01.01.2007; repealed, No. 64 of 2020, effective from 21.08.2020).

Art. 87a. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 64 of 2020, effective from 21.08.2020).

Art. 88. (Repealed - State Gazette, No. 86 of 2006, effective from 01.01.2007).

Art. 89. (Amended - State Gazette, No. 86 of 2006, effective from 01.01.2007; amended, No. 103 of 2012; repealed, No. 64 of 2020, effective from 21.08.2020).

Section II "a"
(New - State Gazette, No. 64 of 2020, effective from 21.08.2020)

Approval and Publication of Prospectus. Exceptions Art. 89a. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) (1) For the purposes of this chapter:

"home member state" is a concept within the meaning of Art. 2, letter "m" of Regulation (EU) 2017/1129;
"approval of prospectus" is a concept within the meaning of Art. 2, letter "s" of Regulation (EU) 2017/1129;
"host member state" is a concept within the meaning of Art. 2, letter "n" of Regulation (EU) 2017/1129;
"working days" is a concept within the meaning of Art. 2, letter "u" of Regulation (EU) 2017/1129;
"marketing communication" is a concept within the meaning of Art. 2, letter "k" of Regulation (EU) 2017/1129.

(2) This chapter does not apply to the types of securities referred to in Art. 1, paragraph 2 of Regulation (EU) 2017/1129.

Art. 89b. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) (1) Public offering of securities and/or admission of securities to trading on a regulated market is carried out after the publication of a prospectus approved by the Commission under the conditions and in the manner of Regulation (EU) 2017/1129, this chapter, and the implementing acts.

(2) The obligation to publish a prospectus in the public offering of securities under para. 1 does not apply in the cases under Art. 1, paragraph 4 of Regulation (EU) 2017/1129 and in the cases under Art. 89c and 89d.

(3) The obligation to publish a prospectus in the admission of securities to trading on a regulated market does not apply in the cases under Art. 1, paragraph 5 of Regulation (EU) 2017/1129.

(4) When a public offering of securities is carried out without a prospectus published under para. 1 or a document under Art. 89c, para. 1 or Art. 89d, para. 1, as well as when material information in the prospectus under para. 1, in the document under Art. 89c, para. 1 or Art. 89d, para. 1 is false or concealed, the investor, within a three-month period from the establishment of the respective circumstance, but no later than one year from the completion of the public offering, may request the registration or sale of the securities to be declared invalid, unless they were in bad faith.

Art. 89c. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020; amended, No. 21 of 2021; amended, No. 51 of 2022; amended, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and the Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU; amended, No. 71 of 2026, effective from 07.08.2026) (1) (Amended - State Gazette, No. 21 of 2021; amended, No. 51 of 2022; amended, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and the Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU; amended, No. 71 of 2026, effective from 07.08.2026) When carrying out a public offering of securities on the territory of the Republic of Bulgaria with a total value, calculated for a 12-month period, less than 12,000,000 euros, for which the exceptions under Art. 1, paragraph 4 of Regulation (EU) 2017/1129 do not apply, and when admission to trading on a multilateral trading system is requested for the securities, the issuer or the offeror prepares a document in accordance with the rules of the multilateral trading system and publishes it on their website. The document prepared in accordance with the rules of the multilateral trading system may not contain false, misleading, or incomplete data.

(2) The operator of the multilateral trading system provides the document under para. 1 to the Commission no later than 5 working days before the admission of the securities to trading.

(3) (Amended - State Gazette, No. 21 of 2021) The members of the management body of the issuer and its authorized signatory or the offeror, as well as the person guaranteeing the securities, where applicable, are jointly liable for damages caused by false, misleading, or incomplete data in the document under para. 1. The persons under Art. 18 of the Accounting Act are jointly liable with the persons in the first sentence for damages caused by false, misleading, or incomplete data in the issuer's financial statements. When the document under para. 1 includes information from audited financial statements, the registered auditor is liable for damages caused by the financial statements audited by them.

(4) The Commission does not bear responsibility for the accuracy of the data contained in the document under para. 1.

(5) Upon the occurrence or discovery of material new circumstances, errors, or inaccuracies related to the information contained in the document under para. 1, which may affect the assessment of the securities during the subscription period, the issuer or the offeror supplements the information in the document under para. 1 and announces the changes on their website.

(6) Persons who have subscribed for securities deposit the amounts into a special account at a bank determined by the issuer. The amounts in this account may not be used before the completion of the subscription and the registration of the capital increase in the commercial register.

(7) When the subscription ends unsuccessfully, without the conditions provided in the document under para. 1 being met, within one month from the completion of the subscription, the issuer returns the collected amounts to the persons who subscribed for securities, together with the interest accrued by the bank under para. 6. The issuer or the offeror publishes on their website, when the securities were offered by them, an invitation to the persons who subscribed for securities, announcing the conditions and procedure for the return of the collected amounts, and sends it to the investment intermediaries participating in the offering. The investment intermediaries participating in the offering immediately publish the invitation on their websites upon receipt.

Art. 89d. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020; amended, No. 21 of 2021; amended, No. 51 of 2022; amended, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and the Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU; amended, No. 71 of 2026, effective from 07.08.2026) (1) (Amended - State Gazette, No. 21 of 2021; amended, No. 51 of 2022; amended, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and the Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU; amended, No. 71 of 2026, effective from 07.08.2026) When carrying out a public offering of securities on the territory of the Republic of Bulgaria with a total value, calculated for a 12-month period, less than 12,000,000 euros, for which the exceptions under Art. 1, paragraph 4 of Regulation (EU) 2017/1129 do not apply, and when admission to trading on a regulated market or a multilateral trading system is not requested for the securities, the issuer or the offeror prepares and publishes a public offering document. The public offering document may not contain false, misleading, or incomplete data.

(2) The public offering document contains at least:

information about the issuer, including a current electronic address for correspondence, the offeror, the guaranteeing person, and the scope and type of guarantee, where applicable;
information about key facts and the main risks for the issuer and the issue;
information about the conditions of the offering, including the subscription period and consequences in case of unsuccessful completion of the subscription;
information about the issue, including the size, type of securities, rights and obligations, issue and nominal value of the securities, and applicable costs for investors;
warnings to investors, including a warning that admission to trading on a regulated market or a multilateral trading system will not be requested for the securities, that the issue of securities is not subject to registration in the register under Art. 30, para. 1, item 3 of the Law on the Commission for Financial Supervision, and that the issuer has no obligations for subsequent disclosure of information under this law;
a statement that the information in the public offering document is current;
the date and validity period of the public offering document;
a statement that the Commission does not approve the public offering document and does not bear responsibility for the accuracy of the data contained in it;
a declaration by the persons under para. 1 that, to the best of their knowledge, the information contained in the public offering document corresponds to the facts and that there are no omissions that may affect its meaning;
a message indicating where on the issuer's website the last approved annual financial statement, prepared in accordance with applicable accounting standards, and the company's statutes are accessible;
references to the sources of information.

(3) Before publication, the public offering document is provided to the Commission.

(4) The Commission, within 10 working days from the provision of the public offering document, may require supplementation and/or correction of the information, setting a period that cannot be shorter than 5 working days and longer than 14 working days.

(5) The issuer or the offeror publishes the public offering document on their website after the expiration of 10 working days from its submission to the Commission, and when the Commission has required supplementation and/or correction of the information in the document - after the expiration of 10 working days from the submission of the supplemented and/or corrected information.

(6) The date of publication of the public offering document on the website of the issuer or the offeror is considered the start of the public offering.

(7) The public offering document is signed by the issuer or the offeror, as well as by the person guaranteeing the securities, where applicable, who declare that the document meets the requirements of para. 2.

(8) (Amended - State Gazette, No. 21 of 2021) The members of the management body of the issuer and its authorized signatory or the offeror, as well as the person guaranteeing the securities, where applicable, are jointly liable for damages caused by false, misleading, or incomplete data in the public offering document. The persons under Art. 18 of the Accounting Act are jointly liable with the persons in the first sentence for damages caused by false, misleading, or incomplete data in the issuer's financial statements. When the public offering document includes information from audited financial statements, the registered auditor is liable for damages caused by the financial statements audited by them.

(9) The Commission does not bear responsibility for the accuracy of the data contained in the public offering document.

(10) The issuer or the offeror may extend the subscription period for the public offering once by up to 20 days, by making the corresponding amendments to the public offering document. In this case, the last day of the extended period is considered the final deadline for subscription.

(11) The issuer or the offeror immediately publishes information about the extension of the period under para. 10 on their website.

(12) Upon the occurrence or discovery of material new circumstances, errors, or inaccuracies related to the information contained in the public offering document, which may affect the assessment of the securities during the subscription period, the issuer or the offeror supplements the information in the public offering document and announces the changes on their website.

(13) Persons who have subscribed for securities deposit the amounts into a special account at a bank determined by the issuer. The amounts in this account may not be used before the completion of the subscription.

(14) When the subscription ends unsuccessfully, without the conditions provided in the public offering document being met, within one month from the completion of the subscription, the issuer returns the collected amounts to the persons who subscribed for securities, together with the interest accrued by the bank under para. 13. The issuer or the offeror publishes on their website an invitation to the persons who subscribed for securities, announcing the conditions and procedure for the return of the collected amounts.

Art. 89e. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020; amended and supplemented, No. 21 of 2021; amended, No. 71 of 2026, effective from 07.08.2026) (1) The prospectus is prepared and published in accordance with the requirements of Regulation (EU) 2017/1129, this chapter, and the implementing acts. The prospectus may not contain false, misleading, or incomplete data.

(2) The prospectus is signed by the issuer or the offeror or by the person requesting admission of the securities to trading on a regulated market, as well as by the person guaranteeing the securities, where applicable, who declare that the prospectus meets the requirements of Regulation (EU) 2017/1129, this chapter, and the implementing acts.

(3) (Amended and supplemented - State Gazette, No. 21 of 2021) The members of the management body of the issuer and its authorized signatory or the offeror, the person requesting admission of the securities to trading on a regulated market, as well as the person guaranteeing the securities, where applicable, are jointly liable for damages caused by false, misleading, or incomplete data in the prospectus. The persons under Art. 18 of the Accounting Act are jointly liable with the persons in the first sentence for damages caused by false, misleading, or incomplete data in the issuer's financial statements. When the prospectus includes information from audited financial statements, the registered auditor is liable for damages caused by the financial statements audited by them.

(4) (Amended - State Gazette, No. 71 of 2026, effective from 07.08.2026) Liability under para. 3 cannot arise solely on the basis of the summary of the prospectus, including its translation, unless the information contained in it is misleading, false, or contradicts other parts of the prospectus, or the summary, read with other parts of the prospectus, does not provide the essential information necessary for investors to decide whether to invest in such securities. The summary of the prospectus contains a clear warning about the circumstances in the first sentence.

(5) When the registration document or the universal registration document are part of an approved prospectus, liability for the information disclosed in them is borne by the persons under para. 3.

(6) The prospectus specifies the names and positions, respectively the name, registered office, and address of the persons under para. 3, who declare that, to the best of their knowledge, the information contained in the prospectus is true and complete.

Art. 89f. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020; amended, No. 71 of 2026, effective from 07.08.2026) (1) (Amended - State Gazette, No. 71 of 2026, effective from 07.08.2026) The issuer, the offeror, or the person requesting admission of the securities to trading on a regulated market may voluntarily prepare a prospectus in the cases under Art. 4, paragraph 1 of Regulation (EU) 2017/1129.

(2) The requirements for a prospectus under Regulation (EU) 2017/1129, this chapter, and the implementing acts apply to the prospectus under para. 1.

Art. 89g. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) In the public offering or admission to trading on a regulated market of non-divisible securities, the issuer, the offeror, or the person requesting their admission to trading on a regulated market may prepare a base prospectus in accordance with the requirements of Art. 8 of Regulation (EU) 2017/1129.

Art. 89g1. (New - State Gazette, No. 71 of 2026, effective from 07.08.2026) Persons meeting the requirements of Art. 14a, paragraph 1 of Regulation (EU) 2017/1129 may prepare an EU follow-on offering prospectus in accordance with Art. 14a, paragraphs 2-8 of the same regulation.

Art. 89h. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020; amended, No. 71 of 2026, effective from 07.08.2026) Persons meeting the requirements of Art. 15a, paragraph 1 of Regulation (EU) 2017/1129 may prepare an EU growth prospectus in accordance with Art. 15a, paragraphs 2-8 of the same regulation.

Art. 89i. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) (1) When information about the final issue or sales price and/or the final number of publicly offered securities cannot be included in the prospectus, Art. 17 of Regulation (EU) 2017/1129 applies.

(2) The issuer, the offeror, or the person requesting admission of the securities to trading on a regulated market immediately notifies the Commission of the final price and the final number of publicly offered securities and publishes this information in accordance with Art. 21 of Regulation (EU) 2017/1129.

Art. 89k. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) (1) Subscription may also be carried out on a regulated market when its conditions provide that the issue value of the securities is paid in full.

(2) Subscription for shares in the cases referred to in paragraph 1 is possible only after the expiry of the term under Article 194, paragraph 3 of the Commercial Code.

Article 89l. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) (1) When the issuer or proposer conducts a subscription for the public offering of securities under Article 89d, it may extend the term once by up to 60 days, by making the appropriate amendments to the prospectus and notifying the Commission. In this case, the last day of the extended term is considered the final deadline for subscription.

(2) The issuer or proposer immediately publishes information about the extension of the term under paragraph 1 on its website, when the securities are offered by it, and notifies the Commission and the investment intermediaries participating in the offering about the extension of the term. The investment intermediaries participating in the offering, after notification, immediately announce the extension of the term under paragraph 1 on their websites.

(3) The issuer or proposer notifies the Commission of the results of the subscription within 7 days after its final deadline.

(4) Registration of securities before the start and after the end of the subscription period is not permitted.

Article 89m. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) (1) The persons who have subscribed for securities in the public offering of securities under Article 89d deposit the amounts into a bank designated by the issuer into a special account. When the issuer is a bank, this account is opened in another bank.

(2) The amounts in this account may not be used before the completion of the subscription and the registration of the capital increase in the commercial register.

(3) When the subscription ends unsuccessfully, without the conditions provided in the prospectus being met, or if the capital increase is not registered in the commercial register, within one month from the notification under Article 89l, paragraph 3, the collected amounts are returned to the persons who subscribed for the securities, together with the interest accrued by the bank under paragraph 1.

(4) In the cases under paragraph 3, the issuer or proposer, on the day of the notification under Article 89l, paragraph 3, notifies the bank of the results of the subscription, publishes on its website, when the securities are offered by it, an invitation to the persons who subscribed for the securities, stating the conditions and procedure for the return of the collected amounts, and sends it to the investment intermediaries participating in the offering. The investment intermediaries participating in the offering immediately publish the invitation on their websites after receiving it.

Article 89n. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020; amended, No. 67 of 2025; repealed, No. 71 of 2026, effective from 07.08.2026) (1) (Amended - State Gazette, No. 67 of 2025) The language accepted by the Commission under Article 27 of Regulation (EC) 2017/1129 and Article 15 of Regulation (EU) 2023/2631 is the Bulgarian language.

(2) (Amended - State Gazette, No. 71 of 2026, effective from 07.08.2026) When the Republic of Bulgaria is the home Member State, for the purposes of Article 27, paragraph 2, paragraph 2 of Regulation (EC) 2017/1129, the summary of the prospectus is made available to the public in the Bulgarian language.

Article 89o. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020; amended and supplemented, No. 25 of 2026) (1) (Previous text of Article 89o - State Gazette, No. 25 of 2026) For the admission of securities to trading on a regulated market, the issuer must have a legal entity identifier.

(2) (New - State Gazette, No. 25 of 2026) The issuer is obliged at all times to have a personal profile registered in the information system for secure electronic delivery as a module of the Electronic Government Portal within the meaning of the Electronic Management Act, notifying the Commission of its profile through this system within a 7-day period from the registration of the profile.

Article 89p. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) (1) The issuer, the proposer, or the person seeking admission of the securities to trading on a regulated market submits to the Commission an application for approval of the prospectus for the public offering and/or admission to trading on a regulated market, attaching:

the prospectus;
the articles of association of the issuer;
the issuer's last annual financial report, audited by a registered auditor;
other documents defined by regulation.

(2) The requirement to submit the documents under paragraph 1, items 2-4 does not apply when they are available in an official public register with free access.

(3) The Commission conducts a review and approves the prospectus with a written reasoned decision under the conditions and procedure of Article 20 of Regulation (EC) 2017/1129.

(4) When, during the review under paragraph 3, a message under Article 20, paragraph 4, letter 'a' of Regulation (EC) 2017/1129 is not received at the address for correspondence indicated by the applicant, the period for submitting additional information and/or changes to the draft prospectus runs from the publication of the message on the Commission's website. The publication is certified by a protocol drawn up by officials designated by order of the Chairman of the Commission.

(5) In the cases under Article 20, paragraph 4 of Regulation (EC) 2017/1129, Article 7, paragraph 1 of the Law on Limiting Administrative Regulation and Administrative Control over Economic Activity does not apply.

Article 89q. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) (1) The Commission refuses approval of the prospectus under Article 20, paragraph 1 of Regulation (EC) 2017/1129 with a written reasoned decision when:

the prospectus does not meet the requirements of Regulation (EC) 2017/1129, this chapter, and/or the implementing acts;
the nominal value of the shares is lower than the book value of one share before the capital increase, calculated at the time of taking the decision to increase the capital, and in this way the interests of the shareholders are impaired;
due to the special rights provided by the shares, or for another reason, the interests of investors are not secured.

(2) The Commission may refuse approval of the prospectus with a written reasoned decision when the applicant has not remedied the discrepancies or has not submitted the requested information and/or documents within the period specified by it, which may not be shorter than one month.

(3) The Commission is not responsible for the accuracy of the data contained in the prospectus.

(4) The capital increase carried out under the conditions of the initial public offering is registered in the commercial register after the prospectus approval issued by the Commission is submitted and issued, unless there is no obligation to publish a prospectus.

Article 89s. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) (1) During the period from the submission of the application for approval of the prospectus to the taking of the decision by the Commission, the issuer, the proposer, or the person seeking admission of the securities to trading on a regulated market are obliged, within three working days from the occurrence, respectively from the knowledge, of changes that require amendments to the prospectus, to notify the Commission of these changes and to make the appropriate amendments to the prospectus.

(2) In the event of the occurrence, respectively knowledge, of significant new circumstances, errors, or inaccuracies related to the information contained in the prospectus, which may affect the assessment of the securities during the period from the issuance of the prospectus approval to the expiry of the final deadline of the public offering or the start of trading on the regulated market, Article 23, paragraph 1 of Regulation (EC) 2017/1129 applies.

(3) In the cases under paragraph 2, the Commission refuses to approve the supplement to the prospectus when the requirements of Regulation (EC) 2017/1129, this chapter, and/or the implementing acts are not met.

(4) The withdrawal of consents within the meaning of Article 23, paragraph 2, first sentence of Regulation (EC) 2017/1129 is carried out by a written declaration at the place where the securities were subscribed, respectively purchased.

(5) The issuer, the proposer, or the person seeking admission of the securities to trading on a regulated market are jointly liable for damages caused by the failure to fulfill the obligations under paragraphs 1 and 2 and Article 23, paragraph 2 of Regulation (EC) 2017/1129.

Article 89t. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) (1) In the public offering of securities under Article 89d, the issuer or proposer publishes a notice of the offering, indicating the start and end dates of the subscription, respectively the start and end dates of the sale, the number of the Commission's decision approving the prospectus, the place, time, and manner of familiarizing oneself with the prospectus. The notice is sent to the investment intermediaries participating in the offering.

(2) The notice under paragraph 1 is published on the website of the issuer or proposer, when the securities are offered by it, and on the websites of the investment intermediaries participating in the offering, at least 7 days before the start of the subscription or the start of the sale.

(3) The date of publication of the notice under paragraph 1 is considered the start of the public offering.

(4) The date indicated in the notice under paragraph 1, on which the securities of the issuer may earliest be subscribed or purchased, is considered the start of the subscription or the sale.

Article 89u. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) (1) The validity of the prospectus, the registration document, and the universal registration document is determined in accordance with the conditions under Article 12 of Regulation (EC) 2017/1129.

(2) The registration document, the supplement to the prospectus under Article 23, paragraph 1 of Regulation (EC) 2017/1129, together with the securities document and the summary thereto, are considered a valid prospectus.

Article 89f. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) In exercising its powers under Regulation (EC) 2017/1129, this chapter, and/or the implementing acts, the Commission cooperates with the authorities under Article 33, paragraph 1, paragraph 1 of Regulation (EC) 2017/1129, including when one or more of them request the temporary or final suspension of trading in certain securities traded in different Member States, in order to ensure equal treatment between trading venues and protect investors.

Article 89x. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) (1) To ensure compliance with the provisions of Regulation (EC) 2017/1129, this chapter, and/or the implementing acts, the Commission may:

require issuers, proposers, or persons seeking admission of securities to trading on a regulated market to include additional information in the prospectus if necessary to protect investors;
require issuers, proposers, or persons seeking admission of securities to trading on a regulated market, as well as persons controlling them or controlled by them, to provide information and documents;
require auditors, members of management and supervisory bodies, and attorneys of issuers, proposers, or persons seeking admission of securities to trading on a regulated market, as well as investment intermediaries authorized to conduct the public offering of securities or request their admission to trading on a regulated market, to provide information;
inform the public that a specific issuer, proposer, or person seeking admission of securities to trading on a regulated market is not fulfilling its obligations under Regulation (EC) 2017/1129, this chapter, and/or the implementing acts;
suspend the review of a submitted application for approval of a prospectus in cases where the Commission has imposed a ban or restriction under Article 42 of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (OJ, L 173/84 of 12 June 2014), hereinafter referred to as "Regulation (EU) No 600/2014", until the cancellation of the ban or restriction;
disclose all material information that may affect the assessment of publicly offered or admitted securities to trading on a regulated market, in order to protect investors or ensure the smooth functioning of the market;
refuse approval of a prospectus prepared by a specific issuer, proposer, or person seeking admission of securities to trading on a regulated market, for no more than 5 years, when such issuer, proposer, or person seeking admission of securities to trading on a regulated market has grossly and systematically violated the provisions of Regulation (EC) 2017/1129, this chapter, and/or the implementing acts.

(2) A person who provides information to the Commission in accordance with Regulation (EC) 2017/1129, this chapter, and/or the implementing acts, does not commit a violation of the restrictions on disclosure of information imposed by contract or legislation, and does not bear responsibility of any kind in connection with the provided information.

Article 89z. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020; amended, No. 51 of 2022) In the cases under Article 37, paragraph 2 of Regulation (EC) 2017/1129, the Commission takes appropriate measures under Article 89x and/or Article 212a 1 to protect investors and notifies the European Commission and the European Securities and Markets Authority (ESMA).

Article 89ch. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020; amended, No. 51 of 2022) (1) Persons conducting activities in the field of financial services create and apply appropriate internal procedures so that their employees can submit reports of violations through a special, independent, and separate communication channel for receiving reports of committed violations or having reasonable suspicions of committed or impending violations of Regulation (EC) 2017/1129, this chapter, and/or the implementing acts.

(2) (Amended - State Gazette, No. 51 of 2022) Persons working under an employment contract who have submitted a report of a violation or against whom a report of a violation has been submitted have the right to protection against disciplinary punishment under Article 187, paragraph 2 of the Labor Code.

(3) The Commission's regulations under Article 13, paragraph 1, item 1 of the Law on the Commission for Financial Supervision determine procedures for working with reports of violations, which include:

the requirements for the communication channel for receiving reports of violations;
the possibility of anonymous submission of reports of violations;
the procedure for reviewing reports of violations;
the type, content, and deadlines for providing feedback on the results of the report of a violation, which a person submitting the report may expect after reporting;
the confidentiality regime applicable to reports of violations, including a description of the circumstances under which the data of persons under Article 41, paragraph 2, letter 'c' of Regulation (EC) 2017/1129 may be disclosed.

Article 89sh. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) (1) The Commission may determine by regulation additional requirements in connection with the application of this chapter.

(2) For cases under this chapter not regulated by Regulation (EC) 2017/1129, this law, and the implementing acts, the provisions of the Commercial Code apply.

Section III

(Repealed - State Gazette, No. 64 of 2020, effective from 21.08.2020; new, No. 65 of 2023) Special rules regarding issuers of securities admitted to trading on a multilateral trading system

Article 90. (Amended - State Gazette, No. 39 of 2005; amended, No. 86 of 2006, effective from 01.01.2007; repealed, No. 64 of 2020, effective from 21.08.2020; new, No. 65 of 2023) (1) An issuer with its seat in the Republic of Bulgaria, whose shares are admitted to trading on a multilateral trading system registered in the register maintained by the Commission under Article 30, paragraph 1, item 1 of the Law on the Commission for Financial Supervision, may provide in its articles of association and/or in the call for the general meeting that the general meeting of the company may be held using electronic means through one or more of the following forms:

live broadcast of the general meeting;
two-way real-time messages allowing shareholders to participate in the discussion and decision-making in the general meeting from a distance;
a voting mechanism before or during the general meeting, without the need to authorize a person to participate personally at the general meeting.

(2) In the cases under paragraph 1, the participation of shareholders in the general meeting through the use of electronic means is taken into account when determining the quorum, and the voting is recorded in the minutes of the general meeting. A list of persons who exercised their right to vote in the general meeting through electronic means and the number of shares owned, certified by the chairman and secretary of the general meeting, is attached to the minutes of the general meeting.

(3) The company ensures the necessary measures for the identification of shareholders and persons representing them when participating in the general meeting through the use of electronic means and for the security of the connection only to the extent necessary to achieve these goals.

(4) When holding a general meeting through electronic means, the company ensures the possibility of immediate electronic confirmation of the receipt of votes from the shareholder or his proxy, prepared in accordance with the articles of association of the company.

Article 91. (Amended and supplemented - State Gazette, No. 86 of 2006; amended, No. 52 of 2007, effective from 01.11.2007; amended and supplemented, No. 21 of 2012; amended, No. 42 of 2016; amended, No. 62 of 2017; repealed, No. 64 of 2020, effective from 21.08.2020; new, No. 65 of 2023) (1) An issuer with its seat in the Republic of Bulgaria, whose shares are admitted to trading on a multilateral trading system registered in the register maintained by the Commission under Article 30, paragraph 1, item 1 of the Law on the Commission for Financial Supervision, may provide in its articles of association that the right to vote of shareholders may be exercised before the date of the general meeting by correspondence, using mail, including electronic mail, courier, or other possible means.

(2) Voting by correspondence is valid if the vote is received by the company no later than the day preceding the date of the general meeting. The shares of persons who voted by correspondence are taken into account when determining the quorum, and the voting is recorded in the minutes of the general meeting. A list of persons who exercised their right to vote in the general meeting by correspondence and the number of shares owned, certified by the chairman and secretary of the general meeting, is attached to the minutes of the general meeting.

(3) When a shareholder attends the general meeting in person, the right to vote exercised by correspondence is valid, unless the same declares otherwise. On the issues on which the shareholder votes at the general meeting, the right to vote exercised by correspondence lapses.

(4) The company may impose requirements for establishing the quality of shareholder and for voting by correspondence, which are necessary to ensure the identification of shareholders, and only to the extent that this corresponds to achieving this goal.

(5) Shareholders in companies whose shares are admitted to trading on a multilateral trading system have the right to authorize, in accordance with the rules provided in their articles of association, any natural or legal person to participate and vote in the general meeting on their behalf. Article 220, paragraph 1, third sentence of the Commercial Code does not apply if the shareholder has explicitly indicated the manner of voting on each of the agenda items.

Article 92. (Amended - State Gazette, No. 39 of 2005, No. 34 of 2006, effective from 01.01.2008; No. 86 of 2006, effective from 01.01.2007; supplemented, No. 62 of 2017; repealed, No. 64 of 2020, effective from 21.08.2020; new, No. 65 of 2023) In the cases under Article 90, paragraph 1, item 3 and Article 91, paragraph 1, the company provides confirmation that the shareholder's vote was actually counted and tallied by the company, within three months from the date of holding the general meeting, upon request by the shareholder or a third party designated by the shareholder. The confirmation of receipt, respectively recording and counting of votes, is prepared and provided under conditions and procedure defined in the articles of association of the company.

Article 92a. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; amended and supplemented, No. 103 of 2012; amended, No. 62 of 2017; repealed, No. 64 of 2020, effective from 21.08.2020)

Article 92b. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; amended, No. 103 of 2012; repealed, No. 64 of 2020, effective from 21.08.2020).

Article 92v. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; amended and supplemented, No. 21 of 2012; amended, No. 103 of 2012; amended, No. 42 of 2016; repealed, No. 64 of 2020, effective from 21.08.2020).

Article 92g. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; amended, No. 42 of 2016; amended, No. 62 of 2017; repealed, No. 64 of 2020, effective from 21.08.2020).

Article 92d. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; amended, No. 103 of 2012; amended, No. 42 of 2016; repealed, No. 64 of 2020, effective from 21.08.2020).

Article 92e. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; amended, No. 42 of 2016; repealed, No. 64 of 2020, effective from 21.08.2020).

Article 92zh. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; amended, No. 52 of 2007, effective from 01.11.2007; supplemented, No. 21 of 2012; amended, No. 42 of 2016; repealed, No. 64 of 2020, effective from 21.08.2020).

Article 92z. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; amended, No. 103 of 2012; repealed, No. 64 of 2020, effective from 21.08.2020).

Art. 93. (Repealed - State Gazette, No. 86 of 2006, effective from 01.01.2007; new, No. 65 of 2023.) Articles 90 - 92 shall apply respectively to issuers with their registered office in the Republic of Bulgaria that have issued shares based on distributed ledger technology, admitted to trading on a multilateral trading system based on distributed ledger technology, according to the definition in Art. 2, item 6 of Regulation (EU) 2022/858 of the European Parliament and of the Council of 30 May 2022 on a pilot regime for market infrastructures based on distributed ledger technology and amending Regulations (EU) No 600/2014 and (EU) No 909/2014 and Directive 2014/65/EU (OJ, L 151/1 of 2 June 2022), hereinafter referred to as "Regulation (EU) 2022/858".

Section IV
Disclosure of Information
(Repealed - State Gazette, No. 52 of 2007)

Art. 93a. (New - State Gazette, No. 61 of 2002; amended, No. 105 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 03.07.2007).

Art. 94. (Amended - State Gazette, No. 39 of 2005; amended and supplemented, No. 86 of 2006, effective from 01.01.2007; amended, No. 105 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 03.07.2007).

Art. 95. (Amended - State Gazette, No. 61 of 2002, No. 39 of 2005; repealed, No. 52 of 2007, effective from 03.07.2007).

Art. 95a. (New - State Gazette, No. 39 of 2005; repealed, No. 52 of 2007, effective from 03.07.2007).

Art. 96. (Amended - State Gazette, No. 61 of 2002, No. 39 of 2005; repealed, No. 52 of 2007, effective from 03.07.2007).

Art. 97. (Amended - State Gazette, No. 61 of 2002; repealed, No. 39 of 2005).

Art. 98. (Amended - State Gazette, No. 61 of 2002; No. 39 of 2005; No. 84 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 03.07.2007)

Art. 98a. (New - State Gazette, No. 61 of 2002; amended, No. 39 of 2005; repealed, No. 52 of 2007, effective from 03.07.2007).

Art. 99. (Amended - State Gazette, No. 61 of 2002, No. 39 of 2005, No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 03.07.2007).

Art. 100. (Amended and supplemented - State Gazette, No. 61 of 2002; amended, No. 8 of 2003; amended and supplemented, No. 39 of 2005; repealed, No. 52 of 2007, effective from 03.07.2007).

Section V
(New - State Gazette, No. 61 of 2002; amended, No. 103 of 2012) Special Requirements for the Primary Public Offering and Admission to Trading on a Regulated Market of Bonds

Art. 100a. (New - State Gazette, No. 61 of 2002; amended and supplemented, No. 103 of 2012; amended and supplemented, No. 62 of 2017; amended, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; amended and supplemented, No. 64 of 2020, effective from 21.08.2020; amended, No. 25 of 2022, effective from 08.07.2022.) (1) (Supplemented - State Gazette, No. 103 of 2012; amended and supplemented, No. 64 of 2020, effective from 21.08.2020.) The primary public offering of secured bonds, for which there is an obligation to publish a prospectus, is permitted if the issuer has concluded an agreement with a bondholders' trustee. An issuer of secured bonds, for the offering of which there is no obligation to publish a prospectus according to Art. 89b, para. 2 and for which admission to trading on a regulated market for securities is provided in the terms of the issue, is obliged to conclude an agreement with a bondholders' trustee within a 7-day period from the holding of the first general meeting of bondholders. Articles 208, 209, para. 2 and 210 - 213 of the Commerce Act do not apply.

(2) (New - State Gazette, No. 62 of 2017.) If, after the expiration of 6 months from the issuance of the bond issue, the bonds are not admitted to trading on a regulated market for securities, the issuer is obliged to repurchase the bonds from the bond issue at their issue value upon the request of a bondholder within a 7-day period from receipt of the request.

(3) (New - State Gazette, No. 103 of 2012; previous para. 2, No. 62 of 2017; amended, No. 64 of 2020, effective from 21.08.2020.) The trustee is determined by the choice of the issuer. The general meeting of bondholders approves one of the at least two candidates for trustee proposed by the issuer, accompanied by draft contracts and consent of the candidates for trustee, at the first general meeting of bondholders, if the trustee is not specified in the proposal for subscription of bonds, for the offering of which there is no obligation to publish a prospectus according to Art. 89b, para. 2 and for which admission to trading on a regulated market for securities is provided in the terms of the issue, respectively gives prior consent for a change of trustee.

(4) (Previous para. 2 - State Gazette, No. 103 of 2012; previous para. 3, No. 62 of 2017.) The bondholders' trustee acts in its own name in the cases determined in this law and in the contract according to para. 1.

(5) (Previous para. 3 - State Gazette, No. 103 of 2012; previous para. 4, No. 62 of 2017.) The remuneration of the trustee is at the expense of the issuer.

(6) (Previous para. 4 - State Gazette, No. 103 of 2012; previous para. 5, No. 62 of 2017; amended, No. 25 of 2022, effective from 08.07.2022.) The provisions of this section, with the exception of Art. 100i 1, do not apply to covered bonds according to Art. 2 of the Law on Covered Bonds.

(7) (Previous para. 5 - State Gazette, No. 103 of 2012; previous para. 6, No. 62 of 2017.) The requirement of para. 1 applies to unsecured bonds if this is provided in the decision according to Art. 204, para. 3 of the Commerce Act for the issuance of the bond loan.

(8) (Previous para. 6, supp. - State Gazette, No. 103 of 2012; previous para. 7, supp., No. 62 of 2017; amended, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) Holders of bonds from one issue or class may decide on matters of mutual interest at a general meeting. The general meeting is convened by the bondholders' trustee in the manner of Art. 214 of the Commerce Act. The issuer is obliged to assist the bondholders' trustee in the preparation and holding of the general meeting of bondholders. The right to vote is exercised by the persons registered in the central register of securities as bondholders five days before the date of the general meeting.

(9) (New - State Gazette, No. 62 of 2017; amended, No. 64 of 2020, effective from 21.08.2020.) If not otherwise regulated in the terms of the issue and/or in an agreement between bondholders, the costs of forced execution on the property of the issuer for the claims of bondholders, including but not limited to fees, attorney and legal counsel remuneration, are distributed by a decision of the general meeting of bondholders, taken in the manner of Art. 100b, para. 4. The trustee is not liable for the collection of bondholders' claims in case of non-performance by the issuer of its obligations under the bond loan, if the general meeting of bondholders does not take a decision according to the first sentence or if less than 80 percent of the sums due from bondholders according to the decision in the first sentence have been transferred for expenses of execution.

Art. 100b. (New - State Gazette, No. 61 of 2002; amended and supplemented, No. 103 of 2012; amended and supplemented, No. 62 of 2017; amended and supplemented, No. 64 of 2020, effective from 21.08.2020.) (1) (Supplemented - State Gazette, No. 103 of 2012; amended, No. 64 of 2020, effective from 21.08.2020.) The prospectus for the bond issue, the document according to Art. 89v and 89g as well as the proposal according to Art. 205, para. 2 of the Commerce Act, when bonds are offered, for the offering of which there is no obligation to publish a prospectus according to Art. 89b, para. 2 and for which admission to trading on a regulated market for securities is provided in the terms of the issue, must also contain:

the conditions under which the issuer is obliged to repay the bond loan early;
the obligation of the issuer to comply with certain financial indicators until the redemption of the bond loan, including the maximum value of the ratio of liabilities to assets in the accounting balance sheet and the minimum value of the interest coverage ratio;
the conditions that the issuer must meet for the issuance of new bond issues of the same class.
(new - State Gazette, No. 103 of 2012; amended, No. 62 of 2017.) the conditions and procedure for making changes to the conditions under which the bonds were issued, including the specific parameters of the bond issue subject to subsequent change.

(2) The interest coverage ratio according to para. 1, item 2 is calculated by dividing the profit from ordinary activities, increased by interest expenses, by interest expenses.

(3) (New - State Gazette, No. 62 of 2017.) Changes to the conditions under which the bonds were issued, including in the specific parameters of the bond issue, may be made no later than two months before the maturity of the bond issue.

(4) (New - State Gazette, No. 62 of 2017; supplemented, No. 64 of 2020, effective from 21.08.2020.) The changes according to para. 1, item 4 are adopted by the general meeting of bondholders, at which not less than two thirds of the issued bonds are presented, by a decision taken with a majority of not less than three quarters of the presented bonds. The prospectus, respectively the proposal for subscription of bonds, may also provide for a higher quorum and majority when taking decisions on changes to the conditions and parameters of the bond issue. Retroactive effect of the changes according to para. 1, item 4 is inadmissible.

(5) (New - State Gazette, No. 62 of 2017.) In case the decision according to para. 4 is for partial early redemption of the bond issue, the redemption is carried out proportionally for each issued bond.

(6) (New - State Gazette, No. 62 of 2017; supplemented, No. 64 of 2020, effective from 21.08.2020.) Changes to the bond issue, other than those according to para. 1, item 4, retroactive effect of the changes according to para. 1, item 4, as well as changes made in violation of para. 3 - 5, are void.

(7) (New - State Gazette, No. 62 of 2017.) Within a period of 5 working days from the taking of the decision according to para. 4, an information document is prepared, which includes current information regarding all parameters of the bond issue. Within the period according to the first sentence, the information document is disclosed publicly by providing it to the Commission, the regulated market and the public in the manner of Art. 100t, para. 3 and 4.

(8) (Amended - State Gazette, No. 39 of 2005; amended, No. 103 of 2012; previous para. 3, No. 62 of 2017.) In cases where the issuer has not concluded an agreement with a bondholders' trustee, it is obliged to submit to the regulated market where the bonds are traded and to the Commission a quarterly report on compliance with the conditions of the bond loan within a period of 30 days from the end of each quarter, respectively within a period of 60 days from the end of each quarter - for an issuer preparing consolidated reports, which has undertaken to comply with financial indicators on a consolidated basis. The report contains information regarding:

compliance with the obligations of the issuer to bondholders according to the terms of the issue, including compliance with the determined financial indicators;
expenditure of the funds from the bond loan;
other circumstances determined by regulation.

Art. 100c. (New - State Gazette, No. 61 of 2002.) (1) The bondholders' trustee is obliged to act in the best interest of the bondholders.

(2) Provisions that exclude or limit the liability of the trustee to bondholders in cases of negligence are invalid.

(3) The trustee is not liable to bondholders for the damages suffered by them when its actions or inactions are in execution of a decision of the general meeting of bondholders, taken with a majority of more than 1/2 of the votes of the bondholders who registered the loan.

Art. 100d. (New - State Gazette, No. 61 of 2002; amended and supplemented, No. 103 of 2012; amended, No. 62 of 2017; amended and supplemented, No. 64 of 2020, effective from 21.08.2020; amended, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union for the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU) (1) (Amended and supplemented - State Gazette, No. 62 of 2017.) A bondholders' trustee may be a bank with its registered office in the country, a bank that carries out activity in the country through a branch, licensed by the Bulgarian National Bank, as well as a bank with its registered office in a member state of the European Union, under the conditions of establishment.

(2) (New - State Gazette, No. 62 of 2017.) A bondholders' trustee may also be an investment intermediary, which possesses:

a license issued by the Commission, for the provision of investment services and/or for the performance of investment activities according to the Law on Markets in Financial Instruments, or is an investment intermediary from a member state, which carries out the mentioned activities on the territory of the Republic of Bulgaria through a branch;
(amended - State Gazette, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union for the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU) own capital in an amount of not less than 750,000 euros and meets the requirements for capital adequacy of investment intermediaries;
personnel and information provision for effective performance of its functions and obligations as a trustee according to the requirements of this law, the acts for its implementation and the contract according to Art. 100a.

(3) (Previous para. 2, amended - State Gazette, No. 62 of 2017.) A bank or investment intermediary may not be a bondholders' trustee:

(amended - State Gazette, No. 62 of 2017.) which are underwriters of the bond issue or trustees for bonds of another class, issued by the same issuer;
(new - State Gazette, No. 64 of 2020, effective from 21.08.2020.) which are bondholders and possess more than 20 percent of the same bond issue;
(amended - State Gazette, No. 62 of 2017; previous item 2, No. 64 of 2020, effective from 21.08.2020.) which directly or indirectly control the issuer or are directly or indirectly controlled by the issuer of the bonds;;
(new - State Gazette, No. 103 of 2012; amended, No. 62 of 2017; previous item 3, No. 64 of 2020, effective from 21.08.2020.) to which the issuer or an economically related person within the meaning of § 1, para. 1, item 5 of the supplementary provisions of the Law on Credit Institutions has a conditional or unconditional obligation under a credit contract or under a guarantee issued by the bank;
(previous item 3 - State Gazette, No. 103 of 2012; amended, No. 62 of 2017; previous item 4, No. 64 of 2020, effective from 21.08.2020.) in other cases where there is or may arise a conflict between the interest of the bank or investment intermediary, or of a person who controls the bank or investment intermediary, and the interest of the bondholders.

(4) (Previous para. 3, amended - State Gazette, No. 62 of 2017; amended, No. 64 of 2020, effective from 21.08.2020.) In case any of the circumstances according to para. 3 occurs after the conclusion of the contract according to Art. 100a, the bondholders' trustee is obliged to immediately notify the issuer of the bonds and to eliminate the non-compliance with the law within a period of 30 days from the occurrence of the circumstance. When the non-compliance cannot be eliminated, the issuer of the bonds is obliged to terminate the contract with the bondholders' trustee no later than 45 days from the occurrence of the non-compliance and to conclude a new contract according to Art. 100a with another person. The termination of the contract with the bondholders' trustee is carried out simultaneously with the conclusion of a contract between the issuer and the new bondholders' trustee.

(5) (New - State Gazette, No. 62 of 2017.) The issuer notifies the Commission and the public in the manner of Art. 100t, para. 3 and 4 of the need to terminate the contract with the bondholders' trustee within a 7-day period from the expiration of the 30-day period according to para. 4, when the non-compliance with the circumstances according to para. 3 is not eliminated.

(6) (New - State Gazette, No. 62 of 2017.) Within a 7-day period from the conclusion of the contract with the new bondholders' trustee, the change of the bondholders' trustee is declared in the corresponding register of encumbrances, without this affecting the order of the encumbrance.

(7) (New - State Gazette, No. 62 of 2017.) The change according to para. 6 is noted in the corresponding register, in which the encumbrance is registered, based on the contract concluded with the new trustee and the decision of the general meeting of bondholders for giving consent for the change of the trustee. In case the note is to be carried out in the property register, the contract concluded with the new trustee must have notarized signatures.

(8) (New - State Gazette, No. 62 of 2017.) In case of change according to para. 6, the former trustee is obliged to provide full assistance to the issuer and to the new trustee, in connection with the actions according to para. 6 and 7, including by performing the necessary legal and factual actions required for the effective replacement of the trustee without changing the order of the encumbrances.

(9) (Previous para. 4, amended - State Gazette, No. 62 of 2017.) The provision of para. 4 applies correspondingly also in cases where the permission for the activity of the bondholders' trustee is revoked, a decision for its voluntary liquidation is taken or proceedings for insolvency are opened against it.

(10) (New - State Gazette, No. 62 of 2017.) In the presence of a circumstance according to para. 9, the issuer of the bonds is obliged to convene a general meeting of bondholders within a period of 30 days from the date of registration in the commercial register of the circumstance according to para. 9. Within the period according to the first sentence, the issuer is obliged to submit to the Commission the invitation together with the materials according to Art. 100a, para. 3, second sentence, observing the requirements of para. 2 and 3, in the manner of Art. 100t, para. 4, as well as to announce it to the public in the manner of Art. 100t, para. 3. The contract with the newly elected bondholders' trustee is concluded within the period according to Art. 100a, para. 1, second sentence.

Art. 100e. (New - State Gazette, No. 61 of 2002.) (1) The contract according to Art. 100a must fully define the rights and obligations of the bondholders' trustee towards the issuer of the bonds, the obligations of the trustee towards the bondholders, as well as the obligations of the issuer to the bondholders' trustee.

(2) The contract according to Art. 100a is part of the prospectus of the bond issue.

Art. 100e. (New - State Gazette, No. 61 of 2002; amended, No. 52 of 2007, effective from 03.07.2007; amended and supplemented, No. 103 of 2012; amended and supplemented, No. 62 of 2017; amended, No. 64 of 2020, effective from 21.08.2020.) (1)(Amended - State Gazette, No. 52 of 2007, effective from 03.07.2007.) The issuer of the bonds is obliged:

(amended - State Gazette, No. 52 of 2007, effective from 03.07.2007.) to provide to the bondholders' trustee the information according to Chapter Six "a" in the corresponding periods;
(amended - State Gazette, No. 103 of 2012.) to provide to the bondholders' trustee within 30 days from the end of each quarter, and for an issuer preparing consolidated reports, which has undertaken to comply with financial indicators on a consolidated basis - within a period of 60 days from the end of each quarter, a report on the performance of its obligations according to the terms of the bond issue, including for the expenditure of the funds from the bond loan, for compliance with the determined financial indicators and for the state of the security;
(supplemented - State Gazette, No. 62 of 2017; amended, No. 64 of 2020, effective from 21.08.2020.) to notify no later than the end of the next working day the bondholders' trustee, the Commission and the public in the manner of Art. 100t, para. 3 of:
a) all changes to the established security of the bond issue, including for significant changes in the value of the property subject to security; b) violation of the obligation to comply with the determined financial indicators in the contract.
c. (new - State Gazette, No. 103 of 2012.) any circumstance that may have an adverse effect on the performance of the issuer's obligations under the bond issue;
d. (new - State Gazette, No. 103 of 2012; amended, No. 62 of 2017.) any interest and principal payment made on the issued bonds;
(new - State Gazette, No. 103 of 2012; amended, No. 62 of 2017.) under the conditions determined in the contract, as well as upon request by the trustee, to provide it with any other information and documents specified in the contract or necessary for the trustee to perform its obligations, whereby in the absence of an agreed period for the provision of the information, it is provided within a period of up to three working days from the submission of the request by the trustee.

(2) (Amended - State Gazette, No. 39 of 2005; amended, No. 62 of 2017.) The issuer provides the report according to para. 1, item 2 to the Commission and to the public in the manner of Art. 100t, para. 3 and 4, as well as to the regulated market for securities, on which the bonds are admitted to trading.

Art. 100e 1. (New - State Gazette, No. 67 of 2025.) In carrying out their activity, issuers of European green bonds also comply with the requirements of the applicable guidelines adopted by the ESMA, for which the Commission has taken a decision for their application according to Art. 13, para. 1, item 26 of the Law on the Commission for Financial Supervision.

Art. 100zh. (New - State Gazette, No. 61 of 2002; amended and supplemented, No. 103 of 2012; supplemented, No. 42 of 2016; amended and supplemented, No. 62 of 2017; amended, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) (1) The bondholders' trustee is obliged:

(amended - State Gazette, No. 103 of 2012; supplemented, No. 42 of 2016.) to analyze the financial reports of the issuer and notifications according to Art. 100o 1, when applicable, within a 14-day period from their announcement, as well as to carry out an assessment of the impact of the regulated information disclosed by the issuer on circumstances affecting its financial state, within a 7-day period from its announcement, with a view to the ability of the issuer to perform its obligations to bondholders;
(new - State Gazette, No. 103 of 2012) upon establishing a deterioration in the financial status of the issuer, within three working days from the expiration of the term for performing the analysis under item 1, to request information and evidence regarding the measures taken to ensure the performance of the issuer's obligations under the bond issue;
(amended - State Gazette, No. 39 of 2005; previous item 3, amended, No. 103 of 2012; amended, No. 62 of 2017) within 30 days from the submission of the report under Art. 100e, para. 1, item 2, or from the expiration of the term for submitting the report if it was not submitted on time, to submit to the regulated market where the bonds are traded and to the Commission a report for the elapsed period, containing the information under Art. 100b, para. 8, as well as information regarding:
a) the status of the collateral for the bond issue, where such conditions exist; b) the financial status of the bond issuer with regard to its ability to fulfill its obligations to the bondholders; c) (new - State Gazette, No. 103 of 2012) the measures taken by the issuer under item 2; d) (previous letter c - State Gazette, No. 103 of 2012) the actions taken by it in fulfillment of its obligations; e) (previous letter d - State Gazette, No. 103 of 2012; amended, No. 62 of 2017) the presence or absence of circumstances under Art. 100g, para. 3;
(previous item 3 - State Gazette, No. 103 of 2012) to regularly check the existence and status of the collateral;
(previous item 4 - State Gazette, No. 103 of 2012) to respond in writing to questions from bondholders regarding the bond issue.
(new - State Gazette, No. 103 of 2012) to monitor the timely performance of the due payments under the bond issue in the established amount.
(new - State Gazette, No. 103 of 2012; amended, No. 62 of 2017) within a 14-day term from the expiration of the term for submitting the report under Art. 100e, para. 1, item 2, if it was not submitted on time, to submit to the regulated market where the bonds are admitted to trading and to the Commission information regarding this.

(2) In case of non-performance of an obligation by the issuer under the terms of the bond issue, the bondholders' trustee is obliged:

(amended - State Gazette, No. 39 of 2005; amended, No. 62 of 2017) by the end of the working day following the day of knowledge, to notify the regulated market where the bonds are admitted to trading and the Commission regarding the issuer's non-performance;;
to take the necessary actions to protect the rights and interests of the bondholders, including:
a) to request the bond issuer to provide additional collateral in an amount necessary to guarantee the interests of the bondholders; b) to notify the bond issuer of the amount of the bond loan that becomes due in case of delayed payment of a certain part of the monetary obligations to the bondholders; c) to proceed to out-of-court enforcement against the collateral of the bond issue in cases admissible by law;

d) (add. - State Gazette, No. 62 of 2017) to file lawsuits against the bond issuer to represent the bondholders and protect their rights in legal proceedings; e) (add. - State Gazette, No. 62 of 2017) to submit a petition to open insolvency proceedings against the bond issuer to represent the bondholders and protect their rights in the insolvency proceedings of the issuer. f) (new - State Gazette, No. 62 of 2017) to proceed to individual forced enforcement under the Civil Procedure Code against the issuer or third parties who provided collateral in connection with the issuer's obligations under the bond loan;
(new - State Gazette, No. 62 of 2017) to notify by the end of the following working day the regulated market where the bonds are admitted to trading and the Commission regarding the actions taken under item 2.

(3) (New - State Gazette, No. 62 of 2017) The regulated market publishes on its website by the end of the working day in which it was notified, the information under para. 2, items 1 and 2.

(4) (add. - State Gazette, No. 103 of 2012; previous para. 3, amended, No. 62 of 2017; amended, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020) "Central Depository" - AD, provides the information from the central register of securities, contained in the bondholders' book, upon request of the trustee representing them, or by the issuer in the cases under Art. 100g, para. 5. The bondholders' trustee, or the issuer, may obtain the information contained in the bondholders' book through the central securities depository where the securities are registered.

Art. 100z. (New - State Gazette, No. 61 of 2002; amended, No. 62 of 2017) (1) (Amended - State Gazette, No. 62 of 2017) The claims of bondholders may be secured by pledge, mortgage, or insurance, with the bondholders' trustee being designated as the secured creditor.

(2) (Repealed - State Gazette, No. 62 of 2017)

(3) (Amended - State Gazette, No. 62 of 2017) Only first-ranking pledges and mortgages may be established for the benefit of bondholders, unless the bond issue refinances obligations of the issuer that are already secured by a pledge or mortgage, which will serve as collateral for the new bond issue. The pledges and mortgages established for the benefit of bondholders may be of different rank, provided that the terms of the issue specify the term within which the collateral for the refinanced obligations should be removed, after which the removal of the collateral for the new bond issue will be first-ranking.

(4) (New - State Gazette, No. 62 of 2017) In case the collateral is insurance, it is concluded with an insurer having an assigned credit rating with a minimum level determined by the regulation under Art. 100o, para. 4, item 4. The insurance is accepted as collateral within the meaning of para. 1 only if the insurer has undertaken an unconditional obligation for the entire term of the insurance contract, regardless of whether the premium has been paid in full.

Art. 100i. (New - State Gazette, No. 61 of 2002; amended and add., No. 103 of 2012, effective from 29.03.2013; amended, No. 109 of 2013, effective from 20.12.2013; amended and add, No. 62 of 2017; amended, No. 64 of 2020, effective from 21.08.2020) (1) (Add. - State Gazette, No. 103 of 2012, effective from 29.03.2013; add., No. 62 of 2017; amended, No. 64 of 2020, effective from 21.08.2020) A primary public offering of a bond issue for which collateral is provided is permitted after the establishment of the collateral, unless the terms of the bond issue provide that the release of the funds raised from the bond loan is to be carried out after the establishment of the collateral, which is performed within a term specified in the terms of the issue. If no collateral is established within the term of the first sentence, the raised monetary funds are returned to the persons who subscribed for the bonds, under the conditions and terms under Art. 89m. In case of an unsuccessful primary public offering of a bond issue for which collateral is provided, as well as after the payment of the issuer's obligations under a secured bond issue, the trustee is obliged to give consent for the removal of the collateral within a three-day term from the request of the issuer or a third party who provided the collateral.

(2) The requirement under para. 1 does not apply when the collateral is property acquired with funds raised from the bond loan. Until the acquisition of the property, the raised funds are kept in a bank account in the name of the trustee. The trustee monitors the establishment of the collateral according to the terms of the contract under Art. 100a.

(3) (Amended - State Gazette, No. 103 of 2012, effective from 29.03.2013; amended, No. 109 of 2013, effective from 20.12.2013; amended, No. 62 of 2017) Upon the establishment of the collateral, or if it was established before the conclusion of the contract - immediately after its conclusion, as well as within terms established in the contract, but at least once a year, and upon the occurrence of circumstances under which it may be considered that the value of the collateral has decreased by at least 5 percent, the trustee commissions, at the expense of the issuer, independent appraisers under Art. 5 of the Law on Independent Appraisers to perform an appraisal of the pledged and mortgaged property at market price.

(4) The initial appraisal of the collateral under para. 1 is applied to the prospectus of the bond issue, and in other cases, the appraisals are applied to the issuer's reports on the performance of its obligations under the loan.

Art. 100i 1. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) From the admission of the bonds to trading on a regulated market, the provisions of Chapter Six "a" also apply to the issuers under this section.

Chapter Six "a"
DISCLOSURE OF INFORMATION
(New - State Gazette, No. 52 of 2007, effective from 03.07.2007)

Section I
General Provisions

Art. 100k. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; amended and add., No. 103 of 2012; amended and add., No. 42 of 2016; amended and add., No. 64 of 2020, effective from 21.08.2020; amended, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU) (1) (Add. - State Gazette, No. 103 of 2012; amended, No. 42 of 2016; amended, No. 64 of 2020, effective from 21.08.2020) This chapter regulates the requirements for the disclosure of information by issuers for whom the Republic of Bulgaria is the home Member State and whose securities are admitted to trading on a regulated market.

(2) For the purposes of this chapter:

(amended - State Gazette, No. 42 of 2016) "home Member State" is:
a) (amended - State Gazette, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU) for an issuer of shares or debt securities with a single nominal value of less than 1000 euros or an equivalent amount in another currency, in which the securities are denominated at the date of their issuance:
aa) for an issuer from a Member State - the Member State where its seat is located; bb) (amended - State Gazette, No. 103 of 2012; amended, No. 42 of 2016) for an issuer registered in a third country - the Member State chosen by the issuer among the Member States in which its securities are admitted to trading on a regulated market; the choice of the home Member State remains valid, unless the issuer has chosen a new home Member State under letter "v" and has publicly disclosed this choice in accordance with para. 3; b) (amended - State Gazette, No. 42 of 2016) outside the cases under letter "a" - the Member State where the issuer's seat is located or where its securities are admitted to trading on a regulated market, at the issuer's choice; the issuer may designate only one home Member State, and its choice is valid for a period of not less than three years, unless the securities are no longer admitted to trading on a regulated market in the Republic of Bulgaria or in another Member State or when within this three-year term the issuer falls within the scope of letters "a" or "v"; c) (new - State Gazette, No. 42 of 2016) for an issuer whose securities are no longer admitted to trading on a regulated market in a home Member State determined according to letter "a", sub-letter "bb" or letter "b", but are admitted to trading in one or more other Member States - the Member State where the issuer's seat is located or where its securities are admitted to trading on a regulated market, at the issuer's choice.
(amended - State Gazette, No. 42 of 2016) "host Member State" is the Member State in which the securities are admitted to trading on a regulated market, when this state is different from the home Member State;
"securities issued continuously or periodically" are issues of debt securities of the same issuer, issued regularly, or at least two separate issues of securities of a similar type and/or class;
"debt securities" are bonds or other transferable securitized debts, excluding securities equivalent to shares in companies, or those which upon conversion or upon exercising the rights under them give the right to acquire shares or securities equivalent to shares in companies.
(new - State Gazette, No. 64 of 2020, effective from 21.08.2020) "issuer" is the person, unincorporated company, or trust, obligated under the securities, which are admitted to trading on a regulated market, and in the cases of depositary receipts admitted to trading on a regulated market, "issuer" is the person who issued the underlying securities, regardless of whether these securities are admitted to trading on a regulated market;
(new - State Gazette, No. 64 of 2020, effective from 21.08.2020) "undertaking for collective investment other than closed-end" is an investment company, contractual fund, or share trust, the purpose of which is the collective investment of funds raised through the public offering of shares, which operates on the principle of risk distribution and, upon request of the holders of such shares, directly or indirectly repurchases its shares at a price based on the net asset value;
(new - State Gazette, No. 64 of 2020, effective from 21.08.2020) "shares of a collective investment undertaking" are securities issued by a collective investment undertaking, which express the rights of their holders over the assets of the collective investment undertaking.

(3) (Amended - State Gazette, No. 42 of 2016) The issuer publicly discloses its home Member State according to para. 2, item 1, letters "a" - "v" under the conditions and procedure under Art. 100t and 100f.

(4) (New - State Gazette, No. 42 of 2016) The issuer notifies the Commission of its home Member State when its seat is on the territory of the Republic of Bulgaria, the competent authority of the home Member State, as well as the competent authorities of each host Member State.

(5) (New - State Gazette, No. 42 of 2016) When the issuer does not publicly disclose its home Member State, determined according to para. 2, item 1, letter "a", sub-letter "bb" or letter "b", within three months from the date on which the issuer's securities are first admitted to trading on a regulated market, the home Member State is the Member State in which the issuer's securities are admitted to trading on a regulated market. When the issuer's securities are admitted to trading on regulated markets located in or operating in more than one Member State, these Member States are the home Member States of the issuer, until the issuer chooses only one home Member State, according to para. 2, item 1, letters "a" - "v", and publicly discloses this.

Art. 100l. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; amended, No. 64 of 2020, effective from 21.08.2020) The provisions of this chapter do not apply to:

(amended - State Gazette, No. 64 of 2020, effective from 21.08.2020) shares of undertakings for collective investment other than closed-end within the meaning of Art. 100k, para. 2, items 6 and 7, or for shares acquired or transferred within such undertakings for collective investment;
money market instruments with a maturity of less than 12 months.

Art. 100m. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; amended, No. 103 of 2012; amended, No. 95 of 2015, effective from 01.01.2016; amended, No. 42 of 2016; amended, No. 62 of 2017; amended and add., No. 21 of 2021) (1) (Amended - State Gazette, No. 103 of 2012) The reports, notifications, and other information that are publicly disclosed under this law must contain the information necessary for investors to make an informed investment decision. The reports, notifications, and information cannot contain incorrect, misleading, or incomplete data.

(2) (Amended - State Gazette, No. 42 of 2016; amended, No. 62 of 2017) The members of the governing body of the issuer are responsible for the preparation and public disclosure of the notifications under Art. 100o 1 and financial reports.

(3) (Amended - State Gazette, No. 95 of 2015, effective from 01.01.2016; amended, No. 42 of 2016; amended and add., No. 21 of 2021) The members of the governing body of the issuer, as well as its managing director, are jointly liable for damages caused by incorrect, misleading, or incomplete data in the reports, notifications, and other information disclosed under this chapter. The persons under Art. 18 of the Accounting Law are jointly liable with the persons of the first sentence for damages caused by incorrect, misleading, or incomplete data in the notifications and financial reports of the issuer. The registered auditor is liable for damages caused by the financial reports audited by him.

Section II
Disclosure of Regulated Information

Art. 100n. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; amended and add., No. 42 of 2016; amended, No. 95 of 2017, effective from 01.01.2018; amended and add., No. 26 of 2020, effective from 01.01.2021; amended, No. 16 of 2022; amended and add., No. 72 of 2024, effective from 06.07.2024; add., No. 88 of 2026, effective from 25.09.2026) (1) The issuer is obliged to publicly disclose the annual financial report for its activities within 90 days from the end of the financial year.

(2) The issuer, who is obliged to prepare a consolidated financial report, is obliged to publicly disclose the annual consolidated financial report for its activities within 120 days from the end of the financial year.

(3) (Amended - State Gazette, No. 42 of 2016) The issuer is obliged to ensure that the annual financial report and the annual consolidated financial report for activities remain available to the public for a period of not less than 10 years.

(4) The annual financial report for activities contains:

a financial report certified by a registered auditor under the Accounting Law, as well as the auditor's report;
an annual activity report;
(amended - State Gazette, No. 42 of 2016) a declaration from the auditor who certified the annual financial report for the activities of a securities issuer company, specifying their names and correspondence address, certifying that:
a) the financial report, prepared in accordance with applicable accounting standards, accurately and fairly reflects information on assets and liabilities, financial status, and profit or loss of the issuer; b) information regarding transactions with related parties is properly disclosed and revealed in accordance with applicable accounting standards; c) information regarding significant transactions for the public company for the corresponding reporting period is properly disclosed in the appendices to the financial report;
declarations from the responsible persons within the issuer, specifying their names and functions, certifying that to the best of their knowledge:
a) the financial report, prepared in accordance with applicable accounting standards, accurately and fairly reflects information on assets and liabilities, financial status, and profit or loss of the issuer and the companies included in the consolidation; b) (add. - State Gazette, No. 72 of 2024, effective from 06.07.2024) the activity report contains a reliable overview of the development and results of the issuer's activities, as well as the status of the issuer and companies included in the consolidation, together with a description of the main risks and uncertainties facing it and, when applicable, that it is prepared in accordance with sustainability reporting standards under § 1, item 38 of the supplementary provisions of the Accounting Law and Delegated Regulation (EU) 2021/2178 of the Commission of 6 July 2021 supplementing Regulations (EU) 2020/852 of the European Parliament and of the Council by determining the content and presentation of information to be disclosed by undertakings covered by Article 19a or 29a of Directive 2013/34/EU regarding environmentally sustainable economic activities, and by determining the methodology for fulfilling this disclosure obligation (OJ, L 443/9 of 10 December 2021);
(new - State Gazette, No. 26 of 2020, effective from 01.01.2021; amended, No. 16 of 2022) for a public company - a report on the implementation of the remuneration policy;
(previous item 5 - State Gazette, No. 26 of 2020, effective from 01.01.2021) other information defined by regulation.

(5) (Amended - State Gazette, No. 26 of 2020, effective from 01.01.2021) When the issuer is obliged to prepare a consolidated financial report, the annual consolidated activity report has the content under para. 4, items 1, 2, 4, and 6, with the financial report prepared in accordance with International Accounting Standards and presented together with the annual audited financial report of the parent company, prepared in accordance with the national legislation of the Member State where the parent company is seated.

(6) When the issuer is not obliged to prepare a consolidated financial report under para. 5, the audited financial report is prepared in accordance with the national legislation of the Member State where its seat is located.

(7) (Amended in full - State Gazette, No. 42 of 2016) The annual activity report must include, in addition to the information under the Accounting Law:

a corporate governance declaration;
other information defined by regulation.

(8) (New - State Gazette, No. 42 of 2016) The corporate governance declaration contains:

information on whether the issuer complies, as appropriate:
a) (amended - State Gazette, No. 95 of 2017, effective from 01.01.2018) the code of corporate governance approved by the Commission, or b) another code of corporate governance; c) information regarding corporate governance practices applied by the issuer in addition to the code under letter "a" or letter "b";
an explanation by the issuer of which parts of the corporate governance code under item 1, letter "a" or letter "b" it does not comply with and what are the grounds for

that, respectively, when the issuer has decided not to rely on any of the rules of the corporate governance code - grounds for this;
3. description of the main characteristics of the issuer's internal control and risk management systems in relation to the financial reporting process;
4. information pursuant to Article 10, paragraph 1, letters "v", "g", "e", "z", and "i" of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids;
5. the composition and functioning of the administrative, management, and supervisory bodies and their committees, as well as
6. (amended - State Gazette, No. 72 of 2024, effective from 06.07.2024) description of the diversity policy applied in relation to the administrative, management, and supervisory bodies of the issuer regarding aspects such as age, gender, disabilities, or education and professional experience, the objectives of this diversity policy, the manner of its application, and the results during the reporting period; if such a policy is not applied, the declaration contains an explanation of the reasons for this.
7. (new - State Gazette, No. 88 of 2026, effective from 25.09.2026) for a public company under Art. 39a, para. 1 of the Anti-Discrimination Act - information regarding:
a) the gender representation among the members of the management and supervisory boards, respectively the board of directors, expressed as the number of women and men with a distinction between members with and without executive functions, and the percentage share of the underrepresented sex among all members of the management and supervisory boards, respectively the board of directors; b) when the objective under Art. 39a, para. 1 of the Anti-Discrimination Act has not been achieved - the reasons why this objective has not been achieved, and the measures the company has taken or intends to take to achieve it. (9) (New - State Gazette, No. 42 of 2016) The corporate governance code under para. 8, item 1, letter "a" is published on the Commission's website. When the issuer has adopted to comply with another code under para. 8, item 1, letter "b", the corporate governance declaration indicates where the relevant texts are publicly accessible. In the cases under para. 8, item 1, letter "c", the issuer publicly discloses details regarding its corporate governance practices. (10) (New - State Gazette, No. 42 of 2016) The registered auditor, who performs an independent financial audit of the annual and consolidated financial statements, must in the audit report express an opinion under para. 8, items 3 and 4, and verify whether the information under para. 8, items 1, 2, 5, and 6 has been presented. (11) (New - State Gazette, No. 42 of 2016) The requirements of para. 8, items 1, 2, 5, and 6 do not apply to issuers who have issued only securities other than shares admitted to trading on a regulated market, unless such issuers have issued shares that are traded on a multilateral trading facility. (12) (New - State Gazette, No. 42 of 2016) The requirements of para. 8, item 6 do not apply to small and medium-sized enterprises. (13) (New - State Gazette, No. 72 of 2024, effective from 06.07.2024) The obligation under para. 8, item 6 is considered fulfilled when the issuer has included the required information as part of the sustainability reporting and indicated this in the corporate governance declaration. (14) (New - State Gazette, No. 72 of 2024, effective from 06.07.2024) When the issuer prepares a sustainability report under Art. 41 of the Accounting Act, it is obliged to publicly disclose, together with the annual financial statement, the report with the auditor's opinion on the sustainability report. (15) (New - State Gazette, No. 26 of 2020, effective from 01.01.2021; previous para. 13, No. 72 of 2024, effective from 06.07.2024) The registered auditor, who performs an independent financial audit of the annual financial statement of the public company, must in the audit report express an opinion on whether a report on the implementation of the remuneration policy was provided and whether the report meets the requirements defined in the regulation under Art. 116v, para. 1. Art. 100o. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007;
amended, No. 103 of 2012; amended, No. 42 of 2016.) (1) (Amended - State Gazette, No. 42 of 2016) The issuer is obliged to publicly disclose a 6-month financial report on its activities, covering the first 6 months of the financial year, within 30 days from the end of the half-year. (2) (Amended - State Gazette, No. 42 of 2016) The issuer, who prepares consolidated annual financial statements, is obliged to publicly disclose a 6-month consolidated financial report on its activities, covering the first 6 months of the financial year, within 60 days from the end of the half-year. (3) (Amended - State Gazette, No. 42 of 2016) The issuer is obliged to ensure that the 6-month financial report and the 6-month consolidated financial report on activities remain available to the public for a period of no less than 10 years. (4) (Amended - State Gazette, No. 103 of 2012; amended, No. 42 of 2016) The 6-month financial report on activities contains:
1. a set of financial statements prepared in accordance with applicable accounting standards;
2. an interim management report containing information on significant events occurring during the half-year and their impact on the results in the financial statement, as well as a description of the main risks and uncertainties facing the issuer during the rest of the financial year; for share issuers, the report must contain information on large transactions between related parties, the minimum content of which is determined by regulation;
3. declarations from the responsible persons within the issuer, specifying their names and functions, certifying that to the best of their knowledge:
a) the set of financial statements, prepared in accordance with applicable accounting standards, fairly and honestly reflects information on assets and liabilities, financial position, and profit or loss of the issuer or of the companies included in the consolidation; b) the interim management report contains a reliable overview of the information under item 2;
4. other information defined by regulation.
(5) (Amended - State Gazette, No. 42 of 2016) When the issuer is obliged to prepare consolidated financial statements, the consolidated 6-month financial report on activities has the content under para. 4, with the financial statement prepared in accordance with International Accounting Standards applicable for preparing interim reports. (6) When the issuer is not obliged to prepare interim consolidated financial statements under para. 5, the set of financial statements, in cases where not prepared in accordance with International Accounting Standards, must contain at least a condensed balance sheet, a condensed income statement, and selected explanatory notes, the content of which is determined by regulation. When preparing the condensed balance sheet and the condensed income statement, the same recognition and accounting principles applied in preparing the annual financial statement are used. (7) If the interim financial report has been certified by a registered auditor or has undergone an audit review under conditions and with content defined by regulation, the audit report, respectively the review results, are made available to the public together with the financial statement. If the financial statement is not certified or has not undergone a review, the issuer indicates this circumstance. Art. 100o 1. (New - State Gazette, No. 42 of 2016; amended and supplemented, No. 16 of 2022.) (1) The issuer is obliged to publicly disclose a notification of its financial status within 30 days from the end of the first, third, and fourth quarters. (2) The issuer, who prepares consolidated annual financial statements, is obliged to publicly disclose a consolidated notification of its financial status within 60 days from the end of the first, third, and fourth quarters. (3) The issuer is obliged to ensure that the notifications under para. 1 and 2 remain available to the public for a period of no less than 5 years. (4) The notifications under para. 1 and 2 contain:
1. statements in a format determined by the Deputy Chairman;
2. explanatory notes;
3. (new - State Gazette, No. 16 of 2022) declarations from the responsible persons within the issuer, specifying their names and functions, certifying that to the best of their knowledge, the public notification of the issuer's financial status fairly and honestly reflects information on assets and liabilities, financial position, and profit or loss of the issuer and of the companies included in the consolidation;
4. (previous item 3 - State Gazette, No. 16 of 2022) other information defined by regulation.
(5) The explanatory notes under para. 4, item 2 contain at least information on significant events occurring during the respective quarter and cumulatively from the beginning of the financial year to the end of the respective quarter, and their impact on the results in the statements under item 1, as well as a description of the main risks and uncertainties facing the issuer during the rest of the financial year, transactions with related and/or interested parties, as well as information on newly arising significant receivables and/or liabilities for the respective reporting period. (6) (Amended - State Gazette, No. 16 of 2022) The notifications under para. 1 and 2 are signed by the person representing the issuer and by the person who prepared the public notification of the financial status.

(7) The requirements of para. 1 - 6 do not apply, in case the issuer publicly discloses quarterly financial reports on its activities, within 30 days from the end of the first, third, and fourth quarters, with the respective content under Art. 100o, para. 4 and with the respective application of Art. 100o, para. 2, 5, 6, and 7. In this case, the issuer ensures that the quarterly financial report and the quarterly consolidated financial report on activities remain available to the public for a period of no less than 5 years. Art. 100p. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; amended and supplemented, No. 21 of 2012; amended, No. 64 of 2020, effective from 21.08.2020.)(1) (Amended and supplemented - State Gazette, No. 21 of 2012; amended, No. 64 of 2020, effective from 21.08.2020.) The requirements under Art. 100n, 100o, and 100o 1 do not apply to issuers from third countries, if the Commission determines that the legislation of the respective country regulates requirements equivalent to the requirements of this law and the implementing acts. The Commission notifies the ESMA of its assessment under the first sentence. The conditions under which the Commission may consider that the requirements of the third country's legislation are equivalent to the requirements of this law and the implementing acts are determined by regulation. (2) The information that the persons under para. 1 are obliged to disclose according to their national legislation is disclosed under the conditions and procedure of Art. 100t and 100f. (3) The persons under para. 1 are obliged to disclose under the conditions and procedure of Art. 100t and 100f the information they disclose according to their national legislation, including when it is not regulated but could be of interest to the public in the Member States. (4) The Commission publishes on its website a list of countries for which it considers that their legislation regulates requirements equivalent to the requirements of this law and the implementing acts. Art. 100r. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; amended and supplemented, No. 103 of 2012; supplemented, No. 42 of 2016; amended, No. 64 of 2020, effective from 21.08.2020; amended, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU) (1) (Amended - State Gazette, No. 64 of 2020, effective from 21.08.2020.) The provisions of Art. 100n, 100o, and 100o 1 do not apply to:
1. (supplemented - State Gazette, No. 42 of 2016) The Republic of Bulgaria, regional or local authorities in the Republic of Bulgaria, public international organizations in which at least one Member State is a member, the European Central Bank, the European Financial Stability Facility (EFSF), established by the Framework Agreement on the EFSF, and any other mechanism created with the aim of preserving the financial stability of the European Monetary Union by providing temporary financial assistance to Member States whose currency is the euro, the Bulgarian National Bank, and the central banks of other Member States, regardless of whether they are issuers of shares or other securities;
2. (amended - State Gazette, No. 103 of 2012; amended, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU) issuers who issue only debt securities admitted to trading on a regulated market, with a nominal value of no less than 100,000 euros, or in the case of debt securities denominated in a currency other than the euro, with a nominal value at the date of issuance of no less than the equivalent of 100,000 euros.
(2) The provisions of Art. 100o do not apply to banks, whose shares are not admitted to trading on a regulated market and which have issued only debt securities, issued by them continuously or periodically, provided that:
1. (amended - State Gazette, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU) the total nominal value of the debt securities is less than 100,000,000 euros;
2. they have not published a prospectus.
(3) (New - State Gazette, No. 103 of 2012; supplemented, No. 42 of 2016; amended, No. 64 of 2020, effective from 21.08.2020; amended, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU) Outside the case under para. 1, item 2, the provisions of Art. 100n, 100o, and 100o 1 do not apply to issuers who issue only debt securities with a nominal value of no less than 50,000 euros, or in the case of debt securities denominated in a currency other than the euro, with a nominal value at the date of issuance of no less than the equivalent of 50,000 euros, which are admitted to trading on a regulated market in the European Union before 31 December 2010 until the debt under them is extinguished. Art. 100s. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; supplemented, No. 21 of 2012; amended, No. 42 of 2016.)(1) The issuer of securities other than shares is obliged to immediately publicly disclose changes in the rights of holders of securities other than shares, including changes in the terms and conditions of these securities, which could indirectly affect these rights, resulting from a change in loan conditions or interest rates. (2) (Repealed - State Gazette, No. 42 of 2016) . (3) (New - State Gazette, No. 21 of 2012; amended, No. 42 of 2016) The requirements of para. 1 do not apply to issuers from third countries with the respective application of Art. 100p. Art. 100t. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; amended and supplemented, No. 109 of 2013, effective from 20.12.2013; amended and supplemented, No. 42 of 2016; amended and supplemented, No. 99 of 2025; supplemented, No. 25 of 2026.) (1) (Amended - State Gazette, No. 109 of 2013, effective from 20.12.2013; amended, No. 99 of 2025.) The issuer or the person who requested admission of the securities to trading on a regulated market without the issuer's consent is obliged to publicly disclose regulated information by providing it to the Commission and the public. The issuer, who has only carried out a public offering of securities, is obliged to disclose the information under the first sentence on the territory of the Republic of Bulgaria. (2) (Amended and supplemented - State Gazette, No. 42 of 2016) Paragraph 1 also applies to issuers whose securities are admitted to trading on a regulated market in the Republic of Bulgaria and are not admitted to trading on a regulated market in the home Member State. In this case, the regulated information must meet the minimum requirements of Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on harmonising requirements for transparency regarding information about issuers whose securities are admitted to
trading on a regulated market, and amending Directive 2001/34/EC. (3) Regulated information is disclosed to the public in a manner that ensures its reach to the widest possible circle of persons simultaneously, and in a manner that does not discriminate them. The issuer is obliged to use an information agency or other media that can ensure the effective dissemination of regulated information to the public in all Member States. The requirements for the format and content of regulated information, as well as the conditions, methods, and procedure for its disclosure, are determined by regulation. (4) (New - State Gazette, No. 109 of 2013, effective from 20.12.2013; amended, No. 99 of 2025.) Regulated information is provided to the Commission electronically for the purposes of para. 1 and Art. 100u 1. The requirements for the format and content of the information for the purposes of para. 1, as well as the conditions, methods, and procedure for its disclosure, are determined by regulation. (5) (Previous para. 4 - State Gazette, No. 109 of 2013, effective from 20.12.2013.) The issuer or the person who requested admission of the securities to trading on a regulated market may not collect fees from investors for access to regulated information. (6) (New - State Gazette, No. 99 of 2025) Regulated information for the purposes of Art. 100u 1 is submitted in a data extraction format under Art. 2, item 3 of Regulation (EU) 2023/2859 of the European Parliament and of the Council of 13 December 2023 on establishing a European Single Access Point providing centralized access to publicly available information relevant for financial services, capital markets, and sustainable development (OJ, L 2023/2859 of 20 December 2023), hereinafter referred to as "Regulation (EU) 2023/2859", or in a machine-readable format under Art. 2, item 4 of the same regulation, when this is required by an act of European Union law or by this law. (7) (New - State Gazette, No. 99 of 2025) The information under para. 6 is accompanied by the following metadata:
1. the name of the issuer to whom the information relates;
2. the legal entity identification code of the issuer under Art. 89o;
3. the size of the issuer according to the category under Art. 7, paragraph 4, letter "g" of Regulation (EU) 2023/2859;
4. the industrial sectors of the issuer's economic activities under Art. 7, paragraph 4, letter "d" of Regulation (EU) 2023/2859;
5. the type of information, as classified under Art. 7, paragraph 4, letter "v" of Regulation (EU) 2023/2859;

6. indication of whether the information contains personal data.
(8) (New - State Gazette, No. 99 of 2025) Additional requirements for the format and structuring of the information under para. 6, as well as the submission of metadata to it and the inclusion of other metadata are determined by the implementing acts of Regulation (EU) 2023/2859 and guidelines of ESMA, for which the Commission has decided on their application. (9) (New - State Gazette, No. 25 of 2026) The issuer or the person who requested admission of the securities to trading on a regulated market without the issuer's consent is considered to have fulfilled their obligation under Art. 38, para. 16 of the Accounting Act, if they submit the reports and statements under the procedure of para. 4 for the purposes of Art. 100u 1 and the information meets the metadata requirements defined by the regulation under Art. 31 of the Commercial Register and the Register of Legal Entities with Non-Profit Purpose Act. Art. 100u. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; amended, No. 42 of 2016.) (1) (Amended - State Gazette, No. 42 of 2016) The Commission creates and maintains a centralized database for storing regulated information received from issuers, whose securities are admitted to trading on a regulated market and whose home Member State is the Republic of Bulgaria. (2) The information under para. 1 is public and access to it is free. (3) The creation and maintenance of the centralized database for storing regulated information, as well as the security requirements for the information, the reliability of its sources, the time, procedure, and manner of providing access to it, are determined by regulation. Art. 100u 1. (New - State Gazette, No. 99 of 2025) The Commission is the data collection body within the meaning of Art. 2, item 2 of Regulation (EU) 2023/2859 regarding the information disclosed under Art. 100t, para. 1, for the purposes of ensuring access through the European Single Access Point under the same regulation. Art. 100f. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; amended and supplemented, No. 103 of 2012; supplemented, No. 34 of 2015; amended, No. 42 of 2016; amended, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU) (1) (Amended - State Gazette, No. 42 of 2016.) When securities are admitted to trading on a regulated market only in the Republic of Bulgaria and the Republic of Bulgaria is the home Member State, regulated information is disclosed in Bulgarian. When securities are publicly offered on the territory of the Republic of Bulgaria, regulated information is disclosed in Bulgarian. (2) (Amended - State Gazette, No. 42 of 2016) When securities are admitted to trading on a regulated market simultaneously in
one or more Member States, including the Republic of Bulgaria, and the Republic of Bulgaria is the home Member State, regulated information is disclosed in Bulgarian and in a language accepted by the competent authority of those countries, or in a language customary in the field of international finance, at the issuer's choice. (3) (Amended - State Gazette, No. 42 of 2016) When securities are admitted to trading on a regulated market simultaneously in one or more Member States, excluding the Republic of Bulgaria, and the Republic of Bulgaria is the home Member State, regulated information is disclosed in Bulgarian and in a language accepted by the competent authority of those countries, or in a language customary in the field of international finance, at the issuer's choice.

Member State of Origin, the regulated information shall be disclosed in a language accepted by the competent authorities of those Member States, or in a language customary in the field of international finance, at the issuer's choice. For the purpose of exercising the Commission's supervisory functions, the information shall also be disclosed in Bulgarian or English, at the issuer's choice.

(4) When securities are admitted to trading on a regulated market without the issuer's consent, the requirements of paragraphs 1-3 shall apply to the person who requested the admission of the securities to trading on a regulated market.

(5) (Am. - State Gazette, No. 103 of 2012; Supp., No. 34 of 2015; Am., No. 42 of 2016; Am., No. 70 of 2024, effective from the date determined in a Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Article 140, paragraph 2 of the TFEU, and a Regulation of the Council of the European Union, adopted in accordance with Article 140, paragraph 3 of the TFEU) Outside the cases under paragraphs 1-4, when securities with a single nominal value of at least 100,000 euros or debt securities with a nominal value in a currency other than the euro, but at least equivalent to 100,000 euros at the date of their issuance, are admitted to trading on a regulated market in one or more Member States, the regulated information shall be disclosed in a language accepted by the Member State of origin and the host Member States, or in a language accepted as customary in the field of international finance, at the choice of the issuer or the person who, without the issuer's consent, requested the admission of the securities to trading on a regulated market.

(6) (New - State Gazette, No. 103 of 2012; Supp., No. 34 of 2015; Am., No. 70 of 2024, effective from the date determined in a Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Article 140, paragraph 2 of the TFEU, and a Regulation of the Council of the European Union, adopted in accordance with Article 140, paragraph 3 of the TFEU) The provision of paragraph 5 shall also apply to debt securities with a single nominal value of at least 50,000 euros or, in the case of debt securities with a nominal value in a currency other than the euro, with a single nominal value at the date of their issuance, not less than the equivalent of 50,000 euros, which have been admitted to trading on a regulated market in one or more Member States before 31 December 2010, until the debt under them is extinguished.

Section IIa
(New - State Gazette, No. 42 of 2016)
Disclosure of Information on Payments to Executive Authorities of the Republic of Bulgaria, to National, Regional or Local Authorities of a Member State or Third Country, as well as to Entities Controlled by Them

Art. 100f 1. (New - State Gazette, No. 42 of 2016) The obligation to disclose information on payments to the executive authorities of the Republic of Bulgaria, to national, regional or local authorities of a Member State or third country, or to other entities controlled by such authorities, applies to an issuer whose activity is:

related to exploration, search, discovery, development of deposits and extraction of minerals, oil, natural gas or other raw materials, falling within the scope of economic activities according to Annex I, Section B, positions 05-08 of Regulation (EC) No 1893/2006 of the European Parliament and of the Council of 20 December 2006 establishing a statistical classification of economic activities NACE Rev. 2 and amending Council Regulation (EEC) No 3037/90, as well as certain EC Regulations on specific statistical areas, hereinafter referred to as "Regulation (EC) No 1893/2006";
logging according to Annex I, Section A, position 02, group 02.2 of Regulation (EC) No 1893/2006.

Art. 100f 2. (New - State Gazette, No. 42 of 2016) (1) The issuer under Art. 100f 1 is obliged to publicly disclose the prepared annual payment report within 150 days from the end of the financial year.

(2) An issuer under Art. 100f 1, which prepares a consolidated annual financial statement, is obliged to publicly disclose the prepared annual consolidated payment report within 180 days from the end of the financial year.

(3) The issuer under Art. 100f 1 is obliged to ensure that the annual payment report and the annual consolidated payment report remain available to the public for a period of no less than 10 years.

Art. 100f 3. (New - State Gazette, No. 42 of 2016) The content and scope of the annual payment report, as well as the applicable definitions, are determined by the Accounting Act.

Section III
Requirements for Issuers of Bonds to Provide Information to Bondholders and Other Debt Securities Holders

Art. 100x. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007) (1) The issuer of bonds is obliged to ensure equal treatment of bondholders in the same position regarding all rights associated with the bonds.

(2) Bondholders may be represented by an attorney-in-fact with a power of attorney prepared in accordance with the legislation of the state in which the issuer has its seat.

(3) The person under paragraph 1 is obliged to:

ensure all necessary conditions and information for bondholders to exercise their rights, as well as to guarantee the integrity of this information;
provide a sample of the power of attorney under paragraph 2 on paper medium or via electronic means, if applicable, together with the materials for the general meeting or upon request and after its convening;
indicate at least one financial institution through which payments on bonds are made; the types of financial institutions through which payments can be made are determined by regulation.

(4) The issuer may use electronic means to provide information to bondholders if the general meeting has taken such a decision and the following conditions are met:

the use of electronic means does not depend on the seat or address of the bondholders or of the persons representing them;
measures have been taken for identification, so that the information is actually provided to the bondholders;
bondholders have explicitly consented in writing to the provision of information via electronic means or within 14 days from receiving a request from the issuer for such consent have not explicitly refused; upon request of bondholders, the issuer is obliged at any time to provide them with the information on paper medium;
the determination of costs associated with providing information via electronic means does not contradict the principle under paragraph 1 of ensuring equal treatment.

(5) Paragraphs 1-4 apply respectively to the provision of information by issuers of other debt securities to their holders.

Art. 100ts. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; Am. and Supp., No. 103 of 2012; Am., No. 42 of 2016; Supp., No. 62 of 2017; Am., No. 64 of 2020, effective from 21.08.2020; Am., No. 70 of 2024, effective from the date determined in a Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Article 140, paragraph 2 of the TFEU, and a Regulation of the Council of the European Union, adopted in accordance with Article 140, paragraph 3 of the TFEU) (1) (Supp. - State Gazette, No. 103 of 2012; Supp., No. 62 of 2017) The issuer of bonds is obliged to send to the Commission and disclose to the public in accordance with Art. 100t, paragraphs 3 and 4, the invitation under Art. 214, paragraph 1 of the Commercial Code at least 15 days before the general meeting, as well as the minutes of the general meeting of bondholders within three working days from its holding. In addition to the information under Art. 223, paragraph 4 of the Commercial Code, the invitation to the general meeting must include information regarding the right of bondholders to participate in it.

(2) (Supp. - State Gazette, No. 62 of 2017) The issuer of bonds is obliged to notify the Commission and disclose to the public in accordance with Art. 100t, paragraphs 3 and 4, regarding:

(Repealed - State Gazette, No. 64 of 2020, effective from 21.08.2020);
(Supp. - State Gazette, No. 62 of 2017) decisions regarding early redemption, repurchase, replacement, registration or invalidation of rights under bonds and payments on them.

(3) The obligation under paragraph 2 is fulfilled by the end of the working day following the day of taking the decision, or when it is subject to registration in the commercial register - by the end of the working day following the day of learning about the registration, but no later than 7 days from the registration.

(4) (Am. - State Gazette, No. 103 of 2012; Am., No. 42 of 2016; Am., No. 70 of 2024, effective from the date determined in a Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Article 140, paragraph 2 of the TFEU, and a Regulation of the Council of the European Union, adopted in accordance with Article 140, paragraph 3 of the TFEU) When the invitation to the general meeting relates only to holders of bonds with a single nominal value of at least 100,000 euros or an equivalent sum in another currency, in which the bonds are denominated at the date of their issuance, the issuer of bonds, for whom the Republic of Bulgaria is the Member State of origin, may decide that the general meeting be held in any one of the Member States, provided that all necessary conditions and information are ensured in that state for bondholders to exercise their rights. In this case, the issuer notifies the Commission of its choice.

(5) (New - State Gazette, No. 103 of 2012; Am., No. 70 of 2024, effective from the date determined in a Decision of the Council of the European Union on the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Article 140, paragraph 2 of the TFEU, and a Regulation of the Council of the European Union, adopted in accordance with Article 140, paragraph 3 of the TFEU) The choice under paragraph 4 shall also apply to holders of bonds with a single nominal value of at least 50,000 euros or an equivalent sum in another currency, in which the bonds are denominated at the date of their issuance, which have been admitted to trading on a regulated market in the European Union before 31 December 2010, observing the requirements of paragraph 4.

(6) (Previous paragraph 5 - State Gazette, No. 103 of 2012) The Commission gives publicity to the received information through the register of public companies and other issuers of securities maintained by it.

(7) (Previous paragraph 6 - Am., State Gazette, No. 103 of 2012) Paragraphs 1-6 apply respectively to issuers of other debt securities.

Art. 100ch. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; Am. and Supp., No. 21 of 2012) (1) (Supp. - State Gazette, No. 21 of 2012) The requirements of this section do not apply to issuers from a third country, if the Commission determines that the legislation of the respective state regulates requirements equivalent to the requirements of this law and the implementing acts. The Commission notifies ESMA of its assessment under the first sentence. The conditions under which the Commission may consider that the requirements of the legislation of the third state are equivalent to the requirements of this law and the implementing acts are determined by regulation.

(2) The information that the persons under paragraph 1 are obliged to disclose according to their national legislation shall be disclosed under the conditions and order of Art. 100t and 100f.

(3) The persons under paragraph 1 are obliged to disclose under the conditions and order of Art. 100t and 100f the information they disclose according to their national legislation, including when it is not regulated but could be of significance to the public in the Member States.

(4) The Commission publishes on its website a list of states for which it considers that their legislation regulates requirements equivalent to the requirements of this law and the implementing acts.

Section IV
Supervisory Requirements

Art. 100sh. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; Supp., No. 64 of 2020, effective from 21.08.2020) (1) The issuer is obliged to notify the Commission regarding:

changes in its statutes;
changes in its management and supervisory bodies;
its decision to transform the company;
other circumstances determined by regulation.

(2) The obligation under paragraph 1 is fulfilled by the issuer by the end of the working day following the day of taking the decision or learning of the respective circumstance, or when it is subject to registration in the commercial register - by the end of the working day following the day of learning about the registration, but no later than 7 days from the registration.

(3) The Commission gives publicity to the received information under paragraph 1 through the register of public companies and other issuers of securities maintained by it.

(4) (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) An issuer with its seat in the Republic of Bulgaria, registered in the register under Art. 30, paragraph 1, item 3 of the Law on the Commission for Financial Supervision, which has issued financial instruments according to the legislation of another state, is obliged within 7 days from their issuance to notify the Commission regarding the type of financial instruments.

Art. 100sht. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; Am., No. 95 of 2017, effective from 01.01.2018; Supp., No. 64 of 2020, effective from 21.08.2020; Supp., No. 8 of 2023) (1) The requirements regarding the form of reports and notifications under this chapter, the order and manner of their submission to the Commission, as well as regarding the making of reports available to the public, are determined by regulation.

(2) The circumstances subject to disclosure by an issuer in liquidation or insolvency proceedings are determined by regulation.

(3) (Am. - State Gazette, No. 95 of 2017, effective from 01.01.2018; Supp., No. 64 of 2020, effective from 21.08.2020) The obligations of the issuer under this chapter cease with the Commission's decision to strike it off the register under Art. 30, paragraph 1, item 3 of the Law on the Commission for Financial Supervision, respectively with the entry into force of the decision declaring the issuer insolvent.

(4) (Supp. - State Gazette, No. 8 of 2023) The conditions and order for registration and deregistration of issuers and issuances of securities from the register under Art. 30, paragraph 1, item 3 of the Law on the Commission for Financial Supervision are determined by regulation.

Section V
Supervision and Cooperation

Art. 100yu. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; Am. and Supp., No. 103 of 2012; Am., No. 42 of 2016; Am., No. 95 of 2017, effective from 01.01.2018; Am., No. 15 of 2018, effective from 16.02.2018; Am., No. 99 of 2025) (1) (Am. - State Gazette, No. 95 of 2017, effective from 01.01.2018; Am., No. 99 of 2025) To ensure compliance with the provisions of this chapter, in addition to the powers provided in other sections of the law and the implementing acts, the Commission, respectively the Vice-Chairman, may:

require auditors, the issuer, and persons who control it or who are controlled by it to provide specific information and documents;
require the issuer to publicly disclose the information under item 1 in a manner and within a timeframe determined by it;
publish, after receiving an explanation from the issuer, the information under item 1 on its own initiative in cases where the issuer or persons who control it or who are controlled by it have not fulfilled their obligation under item 2;
require members of the management and supervisory bodies and attorneys-in-fact of the issuer to provide specific information under this chapter, and when necessary - additional information and documents;
suspend trading on a regulated market with specific securities for no more than 10 days, if there are sufficient grounds to believe that the provisions of this chapter and the implementing acts have been violated;
prohibit trading on a regulated market if the provisions of this chapter and the implementing acts have been violated or if there are sufficient grounds to believe that they have been violated;
oblige the issuer to take specific measures for timely disclosure of information, so as to ensure public access to it simultaneously in all Member States where its securities are admitted to trading;
(Repealed - State Gazette, No. 42 of 2016);
oblige the issuer within a sufficient timeframe determined by it to eliminate identified deficiencies and other non-compliance with the requirements of this law and the implementing acts, including with International Accounting Standards, admitted in financial statements, registers, and other accounting documents.

(2) (Am. - State Gazette, No. 99 of 2025) In the cases under paragraph 1, item 1, regarding the auditor, the restrictions on disclosure of information provided by law, sub-legislative normative act, or contract do not apply. The auditor bears no responsibility for disclosing information under paragraph 1, item 1 to the Commission and the Vice-Chairman.

(3) (New - State Gazette, No. 103 of 2012; Am., No. 95 of 2017, effective from 01.01.2018; Am., No. 99 of 2025) The powers under paragraph 1, items 2, 3, 5, and 6 are exercised by the Commission on the initiative of the Vice-Chairman, and the powers under paragraph 1, items 1, 4, 7, and 9 are exercised by the Vice-Chairman in accordance with Art. 213.

(4) (Previous paragraph 3 - Am., State Gazette, No. 103 of 2012; Am., No. 15 of 2018, effective from 16.02.2018; Repealed, No. 99 of 2025).

Art. 100ya. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; Am. and Supp., No. 21 of 2012; Am., No. 42 of 2016) (1) The Commission cooperates and exchanges information with the relevant competent authorities of other Member States when this is necessary for exercising its powers under this chapter, and assists them in exercising their functions.

(2) (New - State Gazette, No. 21 of 2012) When a request for cooperation by the Commission under paragraph 1 is rejected or when no timely action is taken regarding such a request, the Commission may notify ESMA to ensure assistance in accordance with Regulation (EU) No 1095/2010.

(3) (Previous paragraph 2, Am. and Supp. - State Gazette, No. 21 of 2012; Am., No. 42 of 2016) When the Republic of Bulgaria is the host Member State and the Commission determines that an issuer violates the law and the implementing acts, it notifies the competent authority of the Member State of origin and ESMA.

(4) (Previous paragraph 3, Am. and Supp. - State Gazette, No. 21 of 2012; Am., No. 42 of 2016) If despite measures applied by the competent authority of the Member State of origin or because those measures have proven inappropriate, the issuer continues to violate this law and the implementing acts, the Commission may, after notifying the competent authority of the Member State of origin, take necessary measures to protect investors. The Commission notifies the European Commission and ESMA of the measures taken within 7 days from their application.

(5) (Previous paragraph 4, Am. - State Gazette, No. 21 of 2012; Am., No. 42 of 2016) When the Commission is notified by the relevant competent authority of the host state regarding an issuer, for whom the Republic of Bulgaria is the Member State of origin, who violates the legislation of the Member State where its securities are admitted to trading, the Commission, respectively the Vice-Chairman, applies appropriate compulsory administrative measures.

Chapter Seven
TRADING IN SECURITIES

Section I
(Repealed - State Gazette, No. 52 of 2007, effective from 01.11.2007) General Provisions

Art. 101. (Am. - State Gazette, No. 61 of 2002; No. 39 of 2005; No. 86 of 2006, effective from 01.01.2007; Repealed, No. 52 of 2007, effective from 01.11.2007).

Section II
(Repealed - State Gazette, No. 52 of 2007, effective from 01.11.2007) Trading on the Official Market of Securities

Art. 102. (Am. - State Gazette, No. 61 of 2002; Am., No. 86 of 2006, effective from 01.01.2007; Repealed, No. 52 of 2007, effective from 01.11.2007).

Art. 103. (Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; Repealed, No. 52 of 2007, effective from 01.11.2007).

Art. 104. (Am. and Supp. - State Gazette, No. 86 of 2006, effective from 01.01.2007, No. 25 of 2007; Repealed, No. 52 of 2007, effective from 01.11.2007).

Art. 105. (Repealed - State Gazette, No. 52 of 2007, effective from 01.11.2007).

Art. 106. (Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; Repealed, No. 52 of 2007, effective from 01.11.2007).

Art. 107. (Am. - State Gazette, No. 39 of 2005; No. 86 of 2006, effective from 01.01.2007; Repealed, No. 52 of 2007, effective from 01.11.2007)

Art. 108. (Am. - State Gazette, No. 39 of 2005; No. 86 of 2006, effective from 01.01.2007; Repealed, No. 52 of 2007, effective from 01.11.2007).

Section III
Trading on the Unofficial Market of Securities

Art. 109. (Repealed - State Gazette, No. 52 of 2007, effective from 01.11.2007).

Section IV
Systems for Settlement of Transactions in Financial Instruments within the Meaning of Art. 4 of the Law on Markets in Financial Instruments (New - State Gazette, No. 31 of 2005; Title Am., No. 101 of 2010, effective from 30.06.2011; Am., No. 15 of 2018, effective from 16.02.2018; Repealed, No. 83 of 2019, effective from 24.04.2020; Entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; Entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020)

Art. 109a. (New - State Gazette, No. 31 of 2005; Am., No. 101 of 2010, effective from 30.06.2011; Am., No. 103 of 2012; Am., No. 15 of 2018, effective from 16.02.2018; Am., No. 20 of 2018, effective from 06.03.2018; Repealed, No. 83 of 2019, effective from 24.04.2020; Entry into force amended on 24.10.2020, No.

28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020).

Art. 109b. (New - State Gazette, No. 31 of 2005, effective from 10.10.2005; repealed, No. 101 of 2010, effective from 30.06.2011)

Art. 109c. (New - State Gazette, No. 31 of 2005, effective from 10.10.2005; repealed, No. 101 of 2010, effective from 30.06.2011)

Chapter Eight
PUBLIC COMPANY
Section I
General Provisions

Art. 110. (Amended - State Gazette, No. 86 of 2006, effective from 01.01.2007; supplemented, No. 23 of 2009, effective from 27.03.2009; amended and supplemented, No. 103 of 2012; amended and supplemented, No. 62 of 2017; amended, No. 15 of 2018, effective from 16.02.2018; amended, No. 64 of 2020, effective from 21.08.2020; supplemented, No. 8 of 2023; amended and supplemented, No. 67 of 2025) (1) (Supplemented - State Gazette, No. 23 of 2009, effective from 27.03.2009; fully amended, No. 64 of 2020, effective from 21.08.2020) A joint stock company with its seat in the Republic of Bulgaria is public:

whose shares are entered in the register under Art. 30, para. 1, item 3 of the Law on the Financial Supervision Commission for the purpose of trading on a regulated market and are admitted to trading on a regulated market, or
which has more than 10,000 shareholders on the last day of two consecutive calendar years.

(2) (Amended - State Gazette, No. 61 of 2002) Companies under Art. 122, para. 1 are also public.

(3) (Amended - State Gazette, No. 8 of 2003, effective from 01.03.2003; supplemented, No. 39 of 2005; amended, No. 64 of 2020, effective from 21.08.2020; supplemented, No. 67 of 2025) A company that has issued shares under the conditions of an initial public offering for the purpose of trading on a regulated market is obliged within 7 days from its entry in the commercial register or from the entry of the increase in its capital in the commercial register to apply for the entry of the share issue in the register under Art. 30, para. 1, item 3 of the Law on the Financial Supervision Commission for the purpose of trading on a regulated market. The Commission enters the share issue and the company in the register under Art. 30, para. 1, item 3 of the Law on the Financial Supervision Commission within 5 working days from receipt of the application, respectively from submission of all required documents for entry.

(4) (Amended - State Gazette, No. 86 of 2006, effective from 01.01.2007; amended, No. 64 of 2020, effective from 21.08.2020; amended, No. 67 of 2025) Outside the cases under para. 3, the Commission enters in the register under Art. 30, para. 1, item 3 of the Law on the Financial Supervision Commission the company and the share issue issued by it simultaneously with the approval of the prospectus for admission to trading on a regulated market of the share issue.

(5) (New - State Gazette, No. 61 of 2002; repealed, No. 86 of 2006, effective from 01.01.2007; new, No. 64 of 2020, effective from 21.08.2020; amended and supplemented, No. 67 of 2025) The Commission immediately notifies the company under para. 3 or 4 in writing of its entry and the entry of the share issue issued by it in the register under Art. 30, para. 1, item 3 of the Law on the Financial Supervision Commission.

(6) (New - State Gazette, No. 61 of 2002; supplemented, No. 103 of 2012; amended, No. 64 of 2020, effective from 21.08.2020; amended, No. 67 of 2025) The company under para. 3 or 4, within two working days from the entry of the share issue in the register under Art. 30, para. 1, item 3 of the Law on the Financial Supervision Commission, submits an application to the regulated market for admission of the share issue to trading. The conditions and procedure for admission are determined by the rules of the regulated market.

(7) (Previous para. 5 - State Gazette, No. 61 of 2002; amended and supplemented, No. 39 of 2005; amended, No. 62 of 2017; amended, No. 64 of 2020, effective from 21.08.2020; amended and supplemented, No. 67 of 2025) The commercial register records that the company, which meets the conditions under para. 1, item 1, is public. The company applies for entry in the commercial register of this fact within 7 days from the admission of the shares to trading on a regulated market.

(8) (Previous para. 6, amended - State Gazette, No. 61 of 2002; supplemented, No. 8 of 2023) The conditions and procedure for entry and deletion from the register under Art. 30, para. 1, item 3 of the Law on the Financial Supervision Commission of public companies and the share issues issued by them are determined by regulation.

(9) (Previous para. 7, amended - State Gazette, No. 61 of 2002; No. 86 of 2006, effective from 01.01.2007) The persons who manage and represent the public company are obliged:

(supplemented - State Gazette, No. 39 of 2005; amended, No. 86 of 2006, effective from 01.01.2007; amended, No. 62 of 2017) to apply for entry in the register under Art. 30, para. 1, item 3 of the Law on the Financial Supervision Commission of any subsequent issue of shares within two working days from the entry in the commercial register;
(supplemented - State Gazette, No. 39 of 2005; No. 86 of 2006, effective from 01.01.2007; amended, No. 103 of 2012; amended, No. 62 of 2017) to request admission of any subsequent issue of shares for trading on any regulated market, to which an issue of the same class is admitted, within two working days from the entry in the register under Art. 30, para. 1, item 3 of the Law on the Financial Supervision Commission.

(10) (New - State Gazette, No. 62 of 2017) The Financial Supervision Commission enters in the register under Art. 30, para. 1, item 3 of the Law on the Financial Supervision Commission the issue under para. 9, item 1 within two working days from receipt of the application, respectively from submission of all required documents for entry.

Art. 110a. (New - State Gazette, No. 39 of 2005, effective from 1.01.2006 regarding the requirements for public companies under Art. 94, para. 1 and 2, Art. 95 and Art. 98a; Repealed - State Gazette, No. 86 of 2006; new, No. 25 of 2026) (1) Public companies are obliged at all times to have a personal profile registered in the information system for secure electronic delivery as a module of the E-Government Portal within the meaning of the Law on Electronic Government.

(2) The public company notifies the Commission of its profile through the system under para. 1 within 7 days from the registration of the profile.

Art. 110b. (New. - State Gazette, No. 52 of 2007, effective from 03.07.2007; supplemented, No. 23 of 2009, effective from 27.03.2009) The public company ensures equal treatment of shareholders in the same position, including with regard to participation and the exercise of voting rights in the general meeting of the company.

Art. 110c. (New. - State Gazette, No. 52 of 2007; amended and supplemented, No. 103 of 2012; supplemented, No. 26 of 2020, effective from 03.09.2020) (1) (Previous text of Art. 110c - State Gazette, No. 103 of 2012) The public company ensures all necessary conditions and information so that shareholders can exercise their rights, and guarantees the integrity of this information.

(2) (New - State Gazette, No. 103 of 2012) The public company is obliged to create and maintain its own internet page. Companies that have not been public fulfill the obligation to create an internet page within three months from acquiring the status of a public company.

(3) (New - State Gazette, No. 26 of 2020, effective from 03.09.2020) At the request of the public company, foreign persons under Art. 133 of the Law on Markets in Financial Instruments, who have acquired financial instruments in their own name but for the account of other foreign persons, provide information necessary for the public company to identify and contact the person for whose account the financial instruments were acquired. The information is provided to ensure all necessary conditions so that shareholders can exercise their rights.

(4) (New - State Gazette, No. 26 of 2020, effective from 03.09.2020) The information under para. 3 is requested and provided through the central securities depository, with which the respective securities are registered. In a chain of intermediaries, the information is transmitted promptly between them.

(5) (New - State Gazette, No. 26 of 2020, effective from 03.09.2020) The public company, the central securities depository, with which the respective securities are registered, and other intermediaries who disclose the information under para. 3 are not liable for violating information disclosure restrictions provided by contract or normative act.

(6) (New - State Gazette, No. 26 of 2020, effective from 03.09.2020) The persons under para. 5 process the personal data of shareholders, obtained under paras. 3 and 4 and under Art. 115b, para. 2, for identification and establishing contact with them.

(7) (New - State Gazette, No. 26 of 2020, effective from 03.09.2020) The persons under para. 5 store the personal data of shareholders, obtained under paras. 3 and 4 and under Art. 115b, para. 2, for a period of one year from learning that the respective person has ceased to be a shareholder, unless another normative act provides for a longer period.

Art. 110d. (New - State Gazette, No. 26 of 2020, effective from 03.09.2020) (1) A public company that initiates a corporate event provides to the central securities depository, with which the respective securities are registered:

the information that the company is obliged to provide to its shareholders, so that they can exercise their rights, and which is addressed to all shareholders holding shares of the respective class;
a message indicating where on the company's internet page the information under item 1 can be found, when published on its internet page.

(2) The central securities depository, with which the respective securities are registered, promptly sends the information under para. 1, item 1, respectively the message under para. 1, item 2, to other intermediaries.

(3) Intermediaries ensure shareholders, who are not intermediaries, access to the information under para. 1 and to all conditions for shareholder actions related to the exercise of their rights, through publicly accessible instruments and infrastructure, including on the intermediary's internet page, unless otherwise agreed with the shareholder. The instruments and infrastructure must allow for the processing of shareholder instructions related to the exercise of their rights by intermediaries in accordance with Art. 2, paragraph 3 of Commission Implementing Regulation (EU) 2018/1212 of 3 September 2018 laying down minimum requirements for the implementation of the provisions of Directive 2007/36/EC of the European Parliament and of the Council with regard to the identification of shareholders, the transmission of information and the facilitation of the exercise of shareholders' rights (OJ, L 223/1 of 4 September 2018), hereinafter referred to as "Implementing Regulation (EU) 2018/1212".

(4) Intermediaries promptly transmit to the public company the information received from them, concerning the exercise of their rights related to the shares they hold, in accordance with shareholder instructions.

(5) In a chain of intermediaries, the information under para. 1, item 1, respectively the message under para. 1, item 2, as well as the information under para. 4, is transmitted between them promptly.

(6) The transmission of the information under paras. 1 - 5 is carried out in accordance with Implementing Regulation (EU) 2018/1212.

(7) The provisions of paras. 1 - 6 do not apply when the public company sends the information under para. 1, item 1, respectively the message under para. 1, item 2, directly to all its shareholders or to a third party designated by the shareholder.

Art. 111. (Amended - State Gazette, No. 52 of 2007, effective from 03.07.2007; amended and supplemented, No. 62 of 2017) (1) (Amended - State Gazette, No. 61 of 2002) The voting right in the general meeting of a public company arises with the full payment of the nominal value of each share and after the entry of the company, respectively the increase in its capital, in the commercial register.

(2) The company's capital cannot be reduced through the forced invalidation of shares.

(3) The shares of the company under para. 1 are dematerialized. Article 185, para. 2, second sentence of the Commercial Law does not apply.

(4) (New - State Gazette, No. 61 of 2002) A public company cannot issue privileged shares giving the right to more than one vote or to an additional liquidation share.

(5) (New - State Gazette, No. 61 of 2002) A public company may acquire during one calendar year more than 3 percent of its own shares with voting rights in cases of capital reduction through the invalidation of shares and reverse repurchase only under the conditions and procedure of commercial offer under Art. 149b. In this case, the requirements regarding holding at least 5 percent and the minimum size of repurchase of more than 1/3 of the shares with voting rights do not apply.

(6) (New - State Gazette, No. 61 of 2002; amended, No. 52 of 2007, effective from 03.07.2007; amended and supplemented, No. 62 of 2017) The public company notifies the Commission and the public in accordance with Art. 100t, paras. 3 and 4 of the number of own shares it will acquire within the limit under para. 5, and of the investment intermediary to whom the order for acquisition has been given. The notification must be carried out no later than the end of the working day preceding the day of acquisition.

(7) (New - State Gazette, No. 61 of 2002) In the case of a proposal to acquire own shares without voting rights in the cases under para. 5, the public company is obliged to proportionally acquire the shares of the shareholders who accepted the proposal. In this case, Art. 149b does not apply.

(8) (New - State Gazette, No. 62 of 2017) The public company notifies the Commission and the public in accordance with Art. 100t, paras. 3 and 4, as well as the regulated market, on which the shares are admitted to trading, of the number of reverse repurchased own shares no later than the end of the working day following the day of reverse repurchase, carried out in accordance with para. 5.

(9) (New - State Gazette, No. 62 of 2017) In case of non-compliance with Art. 187a, para. 5, respectively Art. 187g of the Commercial Law, the public company is obliged within one month from the expiration of the term under Art. 187a, para. 4, respectively Art. 187g of the Commercial Law to convene a general meeting of shareholders, at which a decision will be taken to reduce the company's capital as a result of the invalidation of the own shares held in violation of the specified provisions.

(10) (New. - State Gazette, No. 52 of 2007, effective from 03.07.2007; previous para. 8, No. 62 of 2017) The public company, which acquires or transfers own shares directly or through another person, acting in its own name but for its account, is obliged to disclose information on the number of votes related to these shares, under the conditions and procedure of Art. 100t and 100f immediately, but no later than 4 working days from the acquisition or transfer, when their number reaches, exceeds, or falls below 5 or 10 percent of the voting rights.

(11) (New. - State Gazette, No. 52 of 2007, effective from 03.07.2007; previous para. 9, No. 62 of 2017) Voting rights are calculated based on the total number of shares that give the right to vote.

Art. 111a. (New. - State Gazette, No. 52 of 2007, effective from 03.07.2007) (1) The public company is obliged to disclose, under the conditions and procedure of Art. 100t and 100f, all changes in the rights of the individual classes of shares, including changes in the rights of derivative financial instruments issued by it, which give the right to acquire shares of the company.

(2) The public company is obliged to notify the Commission of any decision to issue new shares, including decisions regarding distribution, subscription, invalidation, or conversion of bonds into shares.

(3) The obligation under paras. 1 and 2 is fulfilled by the end of the working day following the day of taking the decision, and when it is subject to entry in the commercial register - by the end of the working day following the day of learning about the entry, but no later than 7 days from the entry.

(4) The Commission gives publicity to the received information through the register it maintains for public companies and other issuers of securities.

Art. 112. (Amended - State Gazette, No. 61 of 2002; amended and supplemented, No. 103 of 2012; amended and supplemented, No. 26 of 2020) (1) In case of increase in the capital of a public company, every shareholder has the right to acquire shares corresponding to their share in the capital before the increase. Article 194, para. 4 and Art. 196, para. 3 of the Commercial Law do not apply.

(2) In case of increase in the capital of a public company through the issuance of new shares, rights under § 1, item 3 are issued. One right is issued for each existing share.

(3) (New - State Gazette, No. 103 of 2012; amended and supplemented, No. 26 of 2020) The requirement under para. 2 does not apply to the increase in the capital of a public company, in which only its workers or employees have the right to participate. The capital of a public company cannot be increased in accordance with the first sentence by more than 1 percent within one year, and successive increases of capital by this method cannot exceed 3 percent of the capital, regardless of the period elapsed between them, if a successful increase of capital has not been carried out in the meantime in accordance with para. 2, in which the registered capital has been increased by at least 10 percent. At no time can the shares issued in accordance with the first sentence exceed 5 percent of the capital of the public company. A decision to increase the capital in accordance with the first sentence can be taken only by the general meeting of shareholders of the public company, complying with the requirements of this law and the implementing acts.

(4) (New - State Gazette, No. 26 of 2020) The increase in the capital of the public company, in which only the members of its management and/or supervisory board have the right to participate, is carried out in compliance with the requirements of para. 3 and on the condition that the company's policy on remuneration under Art. 116b, para. 1 provides for a scheme for providing variable remuneration in the form of shares of the company.

(5) (New - State Gazette, No. 26 of 2020) In taking the decision to increase the capital under para. 4, the members of the management and supervisory board, who are shareholders with voting rights under Art. 115b, para. 1, cannot exercise their voting right.

(6) (Previous para. 3 - State Gazette, No. 103 of 2012; previous para. 4, No. 26 of 2020) The capital of a public company cannot be increased by increasing the nominal value of already issued shares, as well as by converting into shares bonds that are not issued as convertible.

(7) (Previous para. 4 - State Gazette, No. 103 of 2012; previous para. 5, No. 26 of 2020) In case of increase in the capital of a public company, the nominal value of the new shares must be paid in full, except in case of increase in capital in accordance with Art. 197 of the Commercial Law, as well as by converting bonds into shares. Article 188, para. 1, second sentence of the Commercial Law does not apply.

Art. 112a. (New - State Gazette, No. 61 of 2002, repealed - State Gazette, No. 86 of 2006 effective from 01.01.2007)

Art. 112b. (New - State Gazette, No. 61 of 2002; amended - State Gazette, No. 86 of 2006 effective from 01.01.2007; amended, No. 52 of 2007, effective from 01.11.2007; supplemented, No. 103 of 2012; amended, No. 34 of 2015; amended and supplemented, No. 62 of 2017; amended, No. 15 of 2018, effective from 16.02.2018; amended, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; amended and supplemented, No. 64 of 2020, effective from 21.08.2020) (1) (Amended - State Gazette, No. 39 of 2005; amended - State Gazette, No. 86 of 2006 effective from 01.01.2007; amended, No. 52 of 2007, effective from 01.11.2007; amended, No. 34 of 2015; amended, No. 15 of 2018, effective from 16.02.2018; amended, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; amended and supplemented, No. 64 of 2020, effective from 21.08.2020) The decision to increase the capital of a public company contains, designation of an investment intermediary with capital not less than that provided in Art. 10, para. 2 of the Law on Markets in Financial Instruments, who will service the increase in capital, as well as other necessary data for the issues of rights and shares. The company is obliged to send to the Commission, to the regulated market, to the central securities depository, with which the company's shares are registered, the protocol with the decision to increase the capital within the deadline of the working day following the day of holding the general meeting, or the day of holding the meeting of the management body. The central securities depository, different from "Central Depository" - AD, provides the information under the second sentence in accordance with Art. 127, para. 2 of "Central Depository" - AD, in connection with the central register of securities it maintains.

(2) (Amended - State Gazette, No. 39 of 2005; amended, No. 86 of 2006 effective from 01.01.2007; amended, No. 62 of 2017; amended, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; amended and supplemented, No. 64 of 2020, effective from 21.08.2020) Persons who acquired shares no later than 5 working days after the date of publication of the message under Art. 89t, para. 1 have the right to participate in the increase in capital. Within two working days from the expiration of the term under the first sentence, the central securities depository, with which the securities are registered, opens accounts for rights for the persons under the first sentence based on the data from the register of shareholders. The central securities depository provides the information under the second sentence in accordance with Art. 127, para. 2 of the central register of securities.

(3) (Amended - State Gazette, No. 86 of 2006 effective from 01.01.2007; amended, No. 62 of 2017; amended, No. 64 of 2020, effective from 21.08.2020) After the publication of the message under Art. 89t, para. 1, the regulated market, on which the shares are traded, immediately discloses the last date for concluding transactions with them, as a result of which the acquirer of the shares has the right to participate in the increase in capital. For the period during which the shares are transferred with the right to participate in the increase in capital, the regulated market may apply special rules regarding price limits for submitted orders or quotes and for concluded transactions.

(4) (Amended - State Gazette, No. 86 of 2006 effective from 01.01.2007; amended, No. 64 of 2020, effective from 21.08.2020) The term for the transfer of rights cannot be shorter than 5 working days.

(5) (Amended - State Gazette, No. 86 of 2006 effective from 01.01.2007; amended, No. 64 of 2020, effective from 21.08.2020) The beginning of the term for subscription of shares coincides with the beginning of the term for the transfer of rights. The term for subscription of shares expires no less than 5 working days after the expiration of the term for the transfer of rights.

(6) (Amended - State Gazette, No. 86 of 2006 effective from 01.01.2007) The transfer of rights is carried out on a regulated market. The regulated market, on which the

shares admitted to trading of the public company, is obliged to admit to trading the rights issued by the company.
(7) (Amended - State Gazette, No. 64 of 2020, effective from 21.08.2020) On the second working day after the expiry of the period for transfer of the rights, the public company offers, through the investment intermediary referred to in para. 1 on the regulated market, for sale under the conditions of an open auction those rights for which shares from the new issue have not been subscribed until the expiry of the period for transfer of the rights. (8) (Amended - State Gazette, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; added, No. 64 of 2020, effective from 21.08.2020) The amounts received from the sale of rights are deposited into a special account opened by the Central Depository of Securities, at which the securities are registered, and cannot be used until the increase in capital is registered. The Central Depository of Securities distributes the amount received from the sale of unexercised rights, reduced by the costs of the sale, proportionally among their holders. (9) (Amended - State Gazette, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020) The public company organizes the subscription in a manner that allows for remote subscription of shares through the Central Depository of Securities, at which the securities are registered. (10) (Amended - State Gazette, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020) At the beginning of each working day during the subscription period, the Central Depository of Securities, at which the securities are registered, publicly discloses information on the rights exercised by the end of the previous working day and notifies the Central Register of Securities. (11) Paras. 1 - 10 apply mutatis mutandis to the issuance of warrants and convertible bonds. (12) (Amended - State Gazette, No. 39 of 2005) The public company notifies the Commission within 3 working days from the completion of the subscription regarding its conduct and results, including difficulties, disputes and other similar issues in the trading of rights and subscription of shares. The notification may not contain untrue or incomplete material data. (13) (New - State Gazette, No. 103 of 2012; amended, No. 64 of 2020, effective from 21.08.2020) The public company may issue rights on subscribed shares in the period between the completion of the subscription and the issuance of the new shares subscribed upon the increase in capital. The public company specifies in the prospectus for the increase in capital its intentions to issue rights on the subscribed shares, the risks
associated with them, and the conditions and procedure for their issuance and transfer. (14) (New - State Gazette, No. 62 of 2017) The Commission adopts a regulation for the application of this Article.

Art. 112v. (New - State Gazette, No. 61 of 2002, amended, No. 34 of 2006, effective from 01.01.2008; amended, No. 86 of 2006, effective from 01.01.2007; amended, No. 52 of 2007, effective from 03.07.2007; amended, No. 23 of 2009, effective from 27.03.2009; amended, No. 103 of 2012; amended, No. 26 of 2020) Registration in the Commercial Register of the increase in capital of a public company is permissible only if the provisions of this Chapter are observed. The company is obliged to submit evidence that the requirements of Art. 112, para. 7, Art. 112b, paras. 2, 8 and para. 12, first sentence, have been met, and when the decision on the increase in capital of the company is taken by the general meeting - also the requirements of Art. 115, para. 4. Art. 112g. (New - State Gazette, No. 61 of 2002, amended, No. 67 of 2003, No. 39 of 2005, amended - State Gazette, No. 86 of 2006 effective from 01.01.2007; repealed, No. 62 of 2017) Art. 112d. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; added, No. 103 of 2012; amended, No. 109 of 2013, effective from 20.12.2013) By the 10th day of the month following the month in which an increase or decrease in capital has occurred, the public company is obliged to disclose, under the conditions and in the manner of Art. 100t and 100f, information on the total number of shares with voting rights and on the size of the capital as of the end of the month in which the change in capital was effected. The information is disclosed for each separate class of shares. Art. 113. (Effective from 30.12.1999; amended and added, No. 61 of 2002; No. 103 of 2012) (1) (Amended and added - State Gazette, No. 61 of 2002) The capital of a public company may not be increased in the manner of Art. 193, 195 and Art. 196, para. 3 of the Commerce Act. (2) Para. 1 does not apply:
1. (amended - State Gazette, No. 103 of 2012) to banks, investment intermediaries, insurance or other companies, when the increase in capital is necessary for the implementation of a rehabilitation program to bring their capital adequacy into compliance with the requirements of the law or a compulsory administrative measure requiring an increase in their capital in the manner of Art. 195 of the Commerce Act has been applied to them;
2. when the increase in capital in the manner of Art. 195 of the Commerce Act is necessary to effect a merger, a public offer for exchange of shares or to secure the rights of holders of warrants or convertible bonds.
Art. 114. (Amended - State Gazette, No. 61 of 2002; amended and added, No. 103 of 2012; amended and added, No. 109 of 2013, effective from 20.12.2013; amended and added, No. 62 of 2017; amended, No. 95 of 2017, effective from 01.01.2018; added, No. 26 of 2020) (1) (Amended - State Gazette, No. 61 of 2002; amended, No. 103 of 2012) The persons who manage and represent a public company, including persons - representatives of a legal entity that is a member of the management body of the public company, without being expressly authorized for this by the general meeting of the public company, may not carry out transactions, as a result of which:
1. (amended - State Gazette, No. 103 of 2012) the company acquires, transfers, receives or provides for use or as security in any form assets with a total value exceeding:
a) (amended - State Gazette, No. 62 of 2017) one third of the lower value of the assets according to the last two prepared accounting balances of the company, at least one of which is audited, and which have been publicly disclosed in the manner of Art. 100t; b) (amended - State Gazette, No. 103 of 2012; amended, No. 62 of 2017) 2 percent of the lower value of the assets according to the last two prepared accounting balances of the company, at least one of which is audited, and which have been publicly disclosed in the manner of Art. 100t, when interested parties participate in the transactions;
2. (amended - State Gazette, No. 103 of 2012) obligations arise for the company to one person or to related persons with a total value exceeding the value under item 1, letter "a", and when the obligations arise to interested parties or for the benefit of interested parties - exceeding the value under item 1, letter "b";
3. (amended - State Gazette, No. 103 of 2012) the receivables of the company to one person or to related persons exceed the value under item 1, letter "a", and when debtors of the company are interested parties - exceeding 50 percent of the value under item 1, letter "b".
4. (new - State Gazette, No. 103 of 2012; amended, No. 62 of 2017) the company participates in the establishment or in the increase in capital of a company or makes additional cash contributions to a company with assets with a total value exceeding ten percent of the lower value of the assets according to the last two prepared accounting balances of the company, at least one of which is audited, and which have been publicly disclosed in the manner of Art. 100t, and when the transactions are carried out in the course of the ordinary commercial activity of the company and for the benefit of a subsidiary company - exceeding the value under item 1, letter "a";
5. (new - State Gazette, No. 103 of 2012; amended, No. 62 of 2017) the company participates in the establishment or in the increase in capital of other companies or makes additional cash contributions to companies with assets whose value for each of the companies is below the threshold under item 4, if their total value within one calendar year exceeds the value under item 1, letter "a";
6. (new - State Gazette, No. 103 of 2012; amended, No. 62 of 2017) the company acquires or transfers a business enterprise or acquires or transfers a set of rights, obligations or factual relations constituting part of a business enterprise;
7. (new - State Gazette, No. 103 of 2012; amended, No. 62 of 2017) the company transfers, provides for use or as security to a subsidiary company assets with a total value exceeding ten percent of the lower value of the assets according to the last two prepared accounting balances of the company, at least one of which is audited, and which have been publicly disclosed in the manner of Art. 100t.
(2) (Amended - State Gazette, No. 61 of 2002, amended, No. 103 of 2012) Transactions of a public company with the participation of interested parties, outside those specified in para. 1, are subject to prior approval by the management body of the public company.
(3) (New - State Gazette, No. 103 of 2012) The persons who manage and represent a non-public company that is a subsidiary of a public company, including persons, representatives of a legal entity that is a member of the management body of such a company, without prior approval from the management body of the public company may not carry out transactions, as a result of which the subsidiary company:
1. (amended - State Gazette, No. 109 of 2013, effective from 20.12.2013; amended and added, No. 62 of 2017) acquires, transfers, provides for use or as security in any form assets, with a total value exceeding:
a) one third of the lower value of the assets according to the last audited or the last prepared accounting balance of the subsidiary company; b) (amended - State Gazette, No. 62 of 2017) five percent of the lower value of the assets according to the last audited or the last prepared accounting balance of the subsidiary company, when interested parties participate in the transactions;
2. (amended - State Gazette, No. 62 of 2017) participates in the establishment and/or in the increase in capital of a company and/or makes additional cash contributions to a company with assets with a value exceeding the thresholds under item 1.
(4) (New - State Gazette, No. 62 of 2017) Prior approval by the management body of the public company is also subject to the decision of a subsidiary company not to participate in the increase in capital of its subsidiary, as a result of which the participation of the subsidiary company will fall below 25 percent or a number multiple of 25 percent of the capital of its subsidiary company. (5) (New - State Gazette, No. 61 of 2002; previous para. 3 - amended and added, No. 103 of 2012; amended, No. 109 of 2013, effective from 20.12.2013; previous para. 4, amended, No. 62 of 2017) The value of the acquired and received for use property under para. 1, item 1 is the agreed price, and of the transferred and provided for use or as security property under para. 1, items 1 and 7 - the higher of its market price and its value according to the last audited financial report of the company which has been publicly disclosed in the manner of Art. 100t. Market price under the first sentence is the price determined according to an appraisal by independent appraisers under Art. 5 of the Law on Independent Appraisers. The value of the property subject to the transactions under para. 3 is the higher value according to the last audited or the last prepared accounting balance of the subsidiary company. The value of the obligations and receivables under para. 1, items 2 and 3 includes the agreed interest. When the subject matter of transactions under para. 1 and para. 3 is securities admitted to trading on a regulated market, they are valued at current market price in the case of acquisition transactions, and in other cases - at market price, if it is higher than the value according to the last audited financial report of the company which has been publicly disclosed in the manner of Art. 100t. (6) (New - State Gazette, No. 61 of 2002; previous para. 4 - amended and added, No. 103 of 2012; previous para. 5, amended, No. 62 of 2017) Transactions, as a result of which the company acquires, transfers, receives or provides for use or as security in any form assets; or transactions, as a result of which obligations arise for the company to one person or to related persons; or transactions, as a result of which receivables of the company arise to one person or to related persons; or transactions on the transfer of a business enterprise or on the transfer of rights, obligations or factual relations constituting part of a business enterprise, as well as transactions under para. 3, each of which is below the thresholds under para. 1, items 1 - 3, 6 and 7 and para. 3, but collectively lead to a property change exceeding these thresholds, are considered as a whole, if they are carried out within a period of three calendar years and for the benefit of one person or related persons, respectively if a party to the transactions is one person or related persons. In these cases, the action or transaction, with which the thresholds under para. 1 and para. 3 are exceeded, is subject to
approval by the general meeting of the shareholders, respectively in the case of transactions under para. 3 - by the management body of the public company. (7) (New - State Gazette, No. 61 of 2002; previous para. 5 - amended, No. 103 of 2012; previous para. 6, amended, No. 62 of 2017) Interested parties are the members of the management and supervisory bodies of the public company, the persons - representatives of legal entities, members of such bodies, its procurator, persons who directly and/or indirectly own at least 25 percent of the votes in the general meeting of the company or control it, and in the case of transactions of a subsidiary company - the members of its management and supervisory bodies, the persons - representatives of legal entities, members of such bodies, its procurator, persons who directly and/or indirectly own at least 25 percent of the votes in the general meeting of the company, other than the public company, as well as persons related to them, when they:
1. are a party, its representative or intermediary in the transaction or the transactions or actions are carried out for their benefit, or
2. (added - State Gazette, No. 109 of 2013, effective from 20.12.2013; added, No. 62 of 2017) directly and/or indirectly own at least 25 percent of the votes in the general meeting or control a legal entity that is the counterparty, its representative or intermediary in the transaction or in whose favor the transactions or actions are carried out or;
3. are members of management or supervisory bodies, representatives of legal entities, members of such bodies or procurators of a legal entity under item 1 or item 2.
(8) (New - State Gazette, No. 61 of 2002; previous para. 6 - No. 103 of 2012; previous para. 7, No. 62 of 2017) The receipt or provision for use in any form of long-term assets by a public company must be carried out under the conditions and in the manner of a joint venture agreement under Section III, if the property:
1. is provided to a company that directly or indirectly owns at least 25 percent of the votes in the general meeting of the public company, or controls the public company, or is a related person; and
2. serves to carry out the main activity of the public company within the meaning of Art. 126b, para. 2 or a substantial part thereof.
(9) (New - State Gazette, No. 61 of 2002, amended, No. 39 of 2005; previous para. 7 - amended, No. 103 of 2012; previous para. 8, amended, No. 62 of 2017; amended, No. 95 of 2017, effective from 01.01.2018) If the conditions under para. 8, items 1 and 2 arise after the provision of the property for use, the public company and the counterparty are obliged to immediately take action to conclude a joint venture agreement, including within one month to submit a request to the Commission under Art. 126v. (10) (New - State Gazette, No. 61 of 2002, amended and added - State Gazette, No. 86 of 2006 effective from 01.01.2007; previous para. 8 - amended in full, No. 103 of 2012; previous para. 9, amended, No. 62 of 2017) The provisions of para. 1 and para. 3 do not apply in the cases:
1. (amended - State Gazette, No. 62 of 2017) when concluding contracts for bank credits and providing security for them, as well as in transactions carried out in the course of the ordinary commercial activity of the company; the first sentence does not apply when interested parties participate in any of the specified transactions;
2. (amended - State Gazette, No. 62 of 2017) when assuming obligations and/or providing assets as security by the public company when providing or in connection with providing a subsidiary company with a bank credit; the first sentence does not apply when interested parties participate in any of the specified transactions, with the exception of the interest between the public and the subsidiary company;
3. (amended - State Gazette, No. 62 of 2017) on lending to a subsidiary company by a parent company and providing deposits from a subsidiary company on terms not less favorable than market terms for the party;
4. when there is a joint venture agreement under Section III of this Chapter.
5. (new - State Gazette, No. 62 of 2017) on transactions carried out in compliance with imperative provisions regulating a specific industry activity of the company.
6. (new - State Gazette, No. 26 of 2020) on payment of variable remuneration to the members of the management or supervisory body of the public company, determined in accordance with Art. 116v, para. 1, which is not secured by own shares or through an increase in capital under Art. 112, para. 4;
7. (new - State Gazette, No. 26 of 2020) on transactions concluded by credit institutions, based on supervisory measures under Chapter Eleven, Section VI of the Credit Institutions Act or on measures under Chapter Five of the Law on Recovery and Restructuring of Credit Institutions and Investment Intermediaries, applied by the Bulgarian National Bank, with a view to ensuring their financial stability.
(11) (New - State Gazette, No. 61 of 2002; previous para. 9 - amended, No. 103 of 2012; previous para. 10, amended, No. 62 of 2017) Ordinary commercial activity under para. 10, item 1 is the aggregate of actions and transactions carried out by the company within the scope of its activity and in accordance with ordinary commercial practice, excluding transactions and actions arising from extraordinary circumstances. (12) (New - State Gazette, No. 39 of 2005; previous para. 10 - amended, No. 103 of 2012; previous para. 11, amended, No. 62 of 2017) Transactions carried out in violation of paras. 1 - 11 are void. (13) (New - State Gazette, No. 86 of 2006 effective from 01.01.2007; previous para. 11 - amended, No. 103 of 2012; previous para. 12, amended, No. 62 of 2017) When deposits are provided under para. 10, item 3, the parent company is obliged to notify the Commission within a 7-day period. (14) (New - State Gazette, No. 62 of 2017) In the case of a transaction under para. 10, item 5, the persons who manage and represent the public company are obliged to notify the Commission within a 7-day period before its conclusion and to disclose in the manner of Art. 100t, para. 3 information regarding the grounds for conclusion and the conditions of the transaction, including parties, subject matter, value, term and participation of interested parties. In the event that the disclosure of certain data on the transaction could lead to significant harm to the company, the data is not included in the information under the first sentence and this fact is disclosed. In the event of impossibility to specify certain data due to the nature of the transaction, this fact is disclosed. Art. 114a. (New - State Gazette, No. 61 of 2002; amended and added, No. 103 of 2012; amended, No. 109 of 2013, effective from 20.12.2013; amended and added, No. 62 of 2017; amended and added, No. 26 of 2020; added, No. 25 of 2026) (1) The management body submits to the general meeting a reasoned report on the expediency and conditions of the transactions under Art. 114, para. 1. The report is part of the materials provided to the shareholders upon convening the general meeting. By regulation, the circumstances subject to disclosure by the management body to the general meeting are determined. (2) (New - State Gazette, No. 26 of 2020) Interested members of the management body do not participate in the preparation of the reasoned report. (3) (Amended - State Gazette, No. 62 of 2017; previous para. 2, No. 26 of 2020) The general meeting of the company takes a decision under Art. 114, para. 1 in the case of acquisition or disposal of assets with a majority of 3/4 of the represented capital, and in other cases - with an ordinary majority. (4) (New - State Gazette, No. 103 of 2012; added, No. 62 of 2017; previous para. 3, No. 26 of 2020) The management body of the subsidiary company submits to the management body of the public company a request for approval under Art. 114, para. 3, as well
as information regarding the expediency and material conditions of the transaction, including parties, subject matter, value, term and participation of interested parties, as well as the corresponding accounting balances, the values from which were used in connection with the assessment of the crossing of the corresponding threshold under Art. 114, para. 3. In the event that the disclosure of certain data on the transaction could lead to significant harm to the subsidiary company, the data is not included in the information under the first sentence and this fact is disclosed. The public company notifies the Commission of the submitted request and provides the received documents and information within a period of up to 4 working days from their receipt. (5) (Previous para. 3, amended - State Gazette, No. 103 of 2012; amended, No. 62 of 2017; previous para. 4, No. 26 of 2020) When taking a decision under Art. 114, para. 1, interested persons cannot exercise their right to vote. When determining the quorum for taking a decision under the first sentence, all votes presented at the general meeting are taken into account, and when determining the majority for taking a decision, the votes of interested persons are not included. Interested members of the management body of the public company do not participate in the taking of decisions under Art. 114, para. 2 and para. 3. (6) (Previous para. 4 - State Gazette, No. 103 of 2012; amended, No. 109 of 2013, effective from 20.12.2013; added, No. 62 of 2017; previous para. 5, No. 26 of 2020) The transactions under Art. 114, para. 1, item 1 and para. 2, in which interested parties participate, as well as under Art. 114, para. 1, item 6, can only be carried out at market price. The appraisal is carried out by the management body, and in the cases under Art. 114, para.

1, para. 1, letter "b" and para. 6 - by independent appraisers designated by it under Art. 5 of the Law on Independent Appraisers.
(7) (Previous para. 5, amended - State Gazette, No. 103 of 2012; amended, No. 62 of 2017; previous para. 6, No. 26 of 2020) The decision under Art. 114, para. 1 - 3 must specify the essential conditions of the transaction, including term, parties, subject matter, and value, for whose benefit the transaction is carried out. In case the decision does not specify a specific counterparty to the transaction, the calculation for the purposes of Art. 114, paras. 1 and 3 is carried out applying the thresholds for transactions involving interested parties. The decision may not specify a specific value of the transaction, provided that minimum and maximum values are specified, in which case the calculation for the purposes of Art. 114, paras. 1 and 3 is carried out with respect to the maximum value. (8) (New - State Gazette, No. 26 of 2020) Members of the management and supervisory bodies of the public company, persons representing legal entities, members of such bodies, its authorized signatory, persons who directly and/or indirectly own at least 25 percent of the votes in the general meeting of the company or control it, notify the public company of transactions above the threshold under Art. 114, para. 3, item 1, letter "b", concluded with a subsidiary of the public company, in which the persons are a party, including the term, parties, subject matter, and value, as well as for whose benefit the transactions are carried out, prior to their conclusion. (9) (New - State Gazette, No. 103 of 2012; previous para. 7, amended, No. 26 of 2020) The public company is obliged to disclose under the conditions and procedure of Art. 100t, para. 1 and 3 the transactions under Art. 114, paras. 2 and 3, as well as the information under para. 8, on the day of their conclusion. (10) (New - State Gazette, No. 25 of 2026) Simultaneously with the disclosure of the information under para. 8, the public company submits this information to the Commission in a data extraction format under Art. 2, item 3 of Regulation (EU) 2023/2859 or, when required by an act of European Union law or by this law, in a machine-readable format under Art. 2, item 4 of the same regulation, accompanied by the following metadata:

name of the public company;
legal entity identification code of the public company;
size of the public company according to the category under Art. 7, paragraph 4, letter "g" of Regulation (EU) 2023/2859;
industrial sectors of the economic activities of the public company under Art. 7, paragraph 4, letter "d" of Regulation (EU) 2023/2859;
type of information, as classified under Art. 7, paragraph 4, letter "v" of Regulation (EU) 2023/2859;
indication whether the information contains personal data.

Art. 114b. (New - State Gazette, No. 61 of 2002; amended, No. 39 of 2005, amended, No. 86 of 2006 effective from 01.01.2007; amended, No. 103 of 2012; supplemented, No. 26 of 2020; supplemented, No. 64 of 2020, effective from 21.08.2020) (1) (Amended - State Gazette, No. 39 of 2005, amended - State Gazette, No. 86 of 2006 effective from 01.01.2007) Members of the management and supervisory bodies of the public company, its authorized signatory, and persons who directly or indirectly own at least 25 percent of the votes in the general meeting of the company or control it are obliged to declare to the management body of the public company, as well as to the Commission and the regulated market where the company's shares are admitted to trading, information:

regarding legal entities in which they directly or indirectly own at least 25 percent of the votes in the general meeting or over which they have control;
regarding legal entities in whose management or supervisory bodies they participate, or whose authorized signatories they are;
(amended - State Gazette, No. 103 of 2012) regarding known current and future transactions, which they consider may be recognized as interested parties.
(2) (Supplemented - State Gazette, No. 64 of 2020, effective from 21.08.2020) Members of the management and supervisory bodies of the public company and its authorized signatory are obliged to declare the circumstances under para. 1 within a 7-day period from their election, respectively from the moment the company becomes public, and persons who directly or indirectly own at least 25 percent of the votes in the general meeting of the company or control it - within a 7-day period from acquiring the votes, respectively the control. The persons under the first sentence are obliged to update the declaration within a 7-day period from the occurrence of the respective circumstances. (3) (New - State Gazette, No. 26 of 2020) The requirements of paras. 1 and 2 also apply to natural persons representing legal entities - members of the management and supervisory bodies of a public company.

Art. 115. (Amended and supplemented - State Gazette, No. 86 of 2006 effective from 01.01.2007; amended, No. 52 of 2007; amended and supplemented, No. 23 of 2009, effective from 27.03.2009; amended, No. 103 of 2012; amended, No. 109 of 2013, effective from 20.12.2013; amended and supplemented, No. 62 of 2017; amended and supplemented, No. 26 of 2020, effective from 03.09.2020; amended, No. 64 of 2020, effective from 21.08.2020; supplemented, No. 88 of 2026, effective from 25.09.2026) (1) The general meeting of the public company is held at its registered office. The ordinary general meeting is held by the end of the first half-year following the end of the reporting year. (2) (New. - State Gazette, No. 52 of 2007, effective from 03.07.2007; amended in its entirety, No. 23 of 2009, effective from 27.03.2009) In addition to the information under Art. 223, para. 4 of the Commercial Code, the invitation to the general meeting must include information regarding:
1. the total number of shares and voting rights in the general meeting as of the date of the decision to convene the general meeting, including the total number for each class of shares, if the capital is divided into classes of shares, as well as the right of shareholders to participate in the general meeting;
2. (new - State Gazette, No. 26 of 2020, effective from 03.09.2020) unique event identification code;
3. (new - State Gazette, No. 26 of 2020, effective from 03.09.2020) ISIN code of the issue, respectively issues - when different classes of shares are issued;
4. (new - State Gazette, No. 26 of 2020, effective from 03.09.2020) time of the event at the registered office of the company and in Coordinated Universal Time;
5. (previous item 2 - State Gazette, No. 26 of 2020, effective from 03.09.2020) the right of shareholders to include questions in the agenda of the general meeting and to make proposals for decisions on issues included in the agenda of the general meeting, and the deadline for exercising this right; the invitation may contain only the deadline by which these rights can be exercised, if it indicates the location of the company's internet page, where more detailed information regarding these rights is contained;
6. (new - State Gazette, No. 62 of 2017; previous item 3, No. 26 of 2020, effective from 03.09.2020) the right of shareholders to make substantive proposals for decisions on any issue included in the agenda and, observing the requirements of the law, as the limitation under Art. 118, para. 3 applies accordingly; the deadline for exercising this right is until the end of the discussion on this issue before voting on the decision by the general meeting;
7. (previous item 3 - State Gazette, No. 62 of 2017; previous item 4, No. 26 of 2020, effective from 03.09.2020) the right of shareholders to ask questions during the general meeting;
8. (previous item 4 - State Gazette, No. 62 of 2017; previous item 5, No. 26 of 2020, effective from 03.09.2020) the rules for voting by proxy, the forms used for voting by proxy, and the ways by which the company will be notified of proxy authorizations made electronically;
9. (previous item 5 - State Gazette, No. 62 of 2017; previous item 6, No. 26 of 2020, effective from 03.09.2020) the rules for voting by correspondence or electronic means, when applicable;
10. (previous item 6 - State Gazette, No. 62 of 2017; previous item 7, No. 26 of 2020, effective from 03.09.2020) the date under Art. 115b, para. 1 with the indication that only persons registered as shareholders on that date have the right to participate and vote in the general meeting;
11. (previous item 7 - State Gazette, No. 62 of 2017; previous item 8, No. 26 of 2020, effective from 03.09.2020) the place and method of obtaining written materials related to the agenda of the general meeting under Art. 224 of the Commercial Code;
12. (previous item 8 - State Gazette, No. 62 of 2017; previous item 9, amended, No. 26 of 2020, effective from 03.09.2020) electronic link to the location of the internet page of the public company, where the information under para. 5 is published.
13. (new - State Gazette, No. 88 of 2026, effective from 25.09.2026) when an agenda item for the election of a member of the supervisory board, respectively the board of directors, of a public company under Art. 39a, para. 1 of the Law on Protection against Discrimination is provided - notification of the existence of requirements under Art. 39a - 39g of the same law and the applicable measures and sanctions for non-compliance;
information regarding these requirements, as well as the applicable measures and sanctions for non-compliance is part of the written materials for the general meeting.
(3) (New - State Gazette, No. 23 of 2009, effective from 27.03.2009, amended, No. 26 of 2020, effective from 03.09.2020) The voting rules under para. 2, item 8 are adopted by the general meeting, and if the articles of association allow - by the management body of the company. The rules regulate the requirements for the content of the voting form, the ways to obtain it from shareholders, and the conditions for the identification of shareholders. (4) (Amended - State Gazette, No. 61 of 2002, new, No. 34 of 2006; previous para. 2, No. 52 of 2007, effective from 03.07.2007; previous para. 3 - amended, No. 23 of 2009, effective from 27.03.2009; amended, No. 103 of 2012; amended, No. 109 of 2013, effective from 20.12.2013) The company is obliged to announce the invitation under para. 2 in the Commercial Register and to disclose it under the conditions and procedure of Art. 100t, paras. 1 and 3 at least 30 days before the opening of the general meeting of shareholders. The public company cannot charge shareholders for the preparation and disclosure of the invitation. (5) (Repealed - State Gazette, No. 61 of 2002, previous para. 4 amended, No. 39 of 2005, amended - State Gazette, No. 86 of 2006 effective from 01.01.2007; previous para. 3, No. 52 of 2007, effective from 03.07.2007; previous para. 4 - amended, No. 23 of 2009, effective from 27.03.2009; supplemented, No. 62 of 2017; amended, No. 64 of 2020, effective from 21.08.2020) The invitation under para. 2 together with the materials of the general meeting under Art. 224 of the Commercial Code is sent to the Commission and the regulated market where the company's shares are admitted to trading within the period under para. 4 and is published on the company's internet page for the period from its announcement according to para. 4 until the conclusion of the general meeting. (6) (Repealed - State Gazette, No. 61 of 2002; new, No. 23 of 2009, effective from 27.03.2009) The public company publishes according to para. 5 the forms for voting by proxy or by correspondence, if applicable. If the forms cannot be published for technical reasons, the company is obliged to indicate on its internet page the way in which the forms can be obtained on paper medium, in which case, upon request by the shareholder, the company sends the forms via postal service at its own expense. (7) (New - State Gazette, No. 26 of 2020, effective from 03.09.2020) On the day of publication under para. 5 of the invitation, the public company sends to the central securities depository, where the respective securities are registered, the notification under Art. 110g, para. 1, item 2 for convening the general meeting according to Implementing Regulation (EU) 2018/1212. Art. 110g, paras. 2 - 6 apply accordingly. Sentences one and two do not apply when the company sends the notification under Art. 110g, para. 1, item 2 directly to all its shareholders or to a third party designated by the shareholder. (8) (Repealed - State Gazette, No. 61
of 2002; new, No. 39 of 2005, supplemented - State Gazette, No. 86 of 2006 effective from 01.01.2007; previous para. 4, No. 52 of 2007, effective from 03.07.2007; previous para. 5 - amended, No. 23 of 2009, effective from 27.03.2009; amended, No. 109 of 2013, effective from 20.12.2013; amended and supplemented, No. 62 of 2017; previous para. 7, supplemented, No. 26 of 2020, effective from 03.09.2020) In the cases under Art. 118, para. 2, item 4, shareholders submit to the Commission of the public company and to the regulated market where the company's shares are admitted to trading, no later than the next working day after the announcement of the questions in the Commercial Register, the materials under Art. 223a, para. 4 of the Commercial Code. The public company is obliged to update the invitation and publish it together with the written materials under the conditions and procedure of Art. 100t, paras. 1 and 3 immediately, but no later than the end of the working day following the day of receipt of the notification of the inclusion of the questions in the agenda. The updated invitation indicates that shareholders, who will vote by proxies, explicitly authorize the proxies for the agenda items included in accordance with Art. 118, para. 2, item 4. Para. 7 applies accordingly to the update of the invitation. (9) (Repealed - State Gazette, No. 61 of 2002; new, No. 23 of 2009, effective from 27.03.2009; supplemented, No. 62 of 2017; previous para. 8, No. 26 of 2020, effective from 03.09.2020) The public company may provide in its articles of association and/or in the invitation to convene the general meeting the possibility for the general meeting of the company to be held by using electronic means through one or more of the following forms:
1. real-time transmission of the general meeting;
2. two-way real-time messages, allowing shareholders to participate in the discussion and decision-making in the general meeting from a distance;
3. a voting mechanism before or during the general meeting, without the need to authorize a person to participate personally at the general meeting.
(10) (Repealed - State Gazette, No. 61 of 2002; new, No. 23 of 2009, effective from 27.03.2009; previous para. 9, amended, No. 26 of 2020, effective from 03.09.2020) The participation of shareholders in the general meeting by using electronic means according to para. 9 is taken into account in determining the quorum, and the voting is recorded in the minutes of the general meeting. A list of persons who exercised their voting right in the general meeting by electronic means, and of the number of shares owned, which is certified by the chairman and secretary of the general meeting, is attached to the minutes of the general meeting. (11) (Repealed - State Gazette, No. 61 of 2002; new, No. 23 of 2009, effective from 27.03.2009; previous para. 10, No. 26 of 2020, effective from 03.09.2020) The public company ensures the necessary measures for the identification of shareholders and persons representing them when participating in the general meeting by using electronic means, and for the security of the connection only insofar as necessary to achieve these goals. (12) (New - State Gazette, No. 26 of 2020, effective from 03.09.2020) When holding a general meeting by electronic means, the public company ensures the possibility of immediate electronic confirmation of the receipt of votes from the shareholder or his proxy, prepared according to Implementing Regulation (EU) 2018/1212. In a chain of intermediaries, the confirmation is transmitted between them in a timely manner. (13) (Repealed - State Gazette, No. 61 of 2002; previous para. 4, No. 39 of 2005, previous para. 5, No. 52 of 2007, effective from 03.07.2007; previous para. 6, No. 23 of 2009, effective from 27.03.2009; previous para. 11, No. 26 of 2020, effective from 03.09.2020) Members of the management and supervisory bodies and the authorized signatory of the company are obliged to answer truthfully, comprehensively, and substantively to questions from shareholders, asked at the general meeting, regarding the economic and financial status and commercial activity of the company, except for circumstances that constitute inside information. Shareholders may ask such questions regardless of whether they are related to the agenda. (14) (Repealed - State Gazette, No. 61 of 2002; new, No. 23 of 2009, effective from 27.03.2009; previous para. 12, No. 26 of 2020, effective from 03.09.2020) In the absence of a quorum in the cases under Art. 227, paras. 1 and 2 of the Commercial Code, a new meeting may be scheduled no earlier than 14 days, and it is legal regardless of the capital presented at it. The date of the new meeting may also be indicated in the invitation for the first meeting. The agenda of the new meeting cannot include items under Art. 223a of the Commercial Code

Art. 115a. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007) The public company may use electronic means to provide information to shareholders, if the general meeting has taken such a decision and the following conditions are met:

the use of electronic means does not depend on the registered office or address of the shareholders or persons under Art. 146, para. 1, items 1-8;
measures have been taken to identify, so that the information is actually provided to the shareholders or to persons who have the right to exercise the voting right or to determine its exercise;
shareholders or persons under Art. 146, para. 1, items 1-5, having the right to acquire, transfer, or exercise the voting right, have explicitly stated written consent for the provision of information by electronic means or within a 14-day period from receiving the request from the public company for such consent have not stated an explicit refusal; upon request by the persons under the first sentence, the public company is always obliged to provide them the information on paper medium;
the determination of the costs related to the provision of information by electronic means does not contradict the principle under Art. 110b for ensuring equal treatment.

Art. 115b. (New - State Gazette, No. 61 of 2002, previous Art. 115a - amended, No. 52 of 2007; amended and supplemented, No. 23 of 2009, effective from 27.03.2009; amended, No. 62 of 2017; amended, No. 83 of 2019, effective from 24.04.2020; amended and supplemented, No. 26 of 2020, effective from 03.09.2020; ; the entry into force of No. 83 of 2019 amendment changed on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; the entry into force changed on 20.08.2020, No. 64 of 2020, effective from 18.07.2020) (1) (Amended - State Gazette, No. 62 of 2017; amended, No. 83 of 2019, effective from 24.04.2020; the entry into force changed on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; the entry into force changed on 20.08.2020, No. 64 of 2020, effective from 18.07.2020) The voting right is exercised by persons, registered as such with voting rights in the central register of securities 14 days before the date of the general meeting. (2) (Supplemented - State Gazette, No. 23 of 2009, effective from 27.03.2009; amended and supplemented, No. 83 of 2019, effective from 24.04.2020; the entry into force changed on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; the entry into force changed on 20.08.2020, No. 64 of 2020, effective from 18.07.2020) The central register of securities is obliged to provide the company with lists of shareholders under para. 1 and of foreign persons under Art. 136, para. 1 upon request by the person authorized to manage and represent the company. "The information under the first sentence may be provided upon request by the company also through the central securities depository, where the securities are registered and which offers the services under item 2, letter "a" of section "B" of the Appendix to Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories, as well as on amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 (OJ, L 257/1 of 28 August 2014), hereinafter referred to as "Regulation (EU) No 909/2014".

(3) (Amended - State Gazette, No. 52 of 2007, effective from 03.07.2007; repealed, No. 23 of 2009, effective from 27.03.2009; new, No. 26 of 2020, effective from 03.09.2020) In a chain of intermediaries, the last intermediary upon request by the shareholder or by a third party designated by the shareholder, confirms the number of shares with voting rights as of the date under para. 1. The confirmation under the first sentence is prepared according to Implementing Regulation (EU) 2018/1212. (4) (New - State Gazette, No. 26 of 2020, effective from 03.09.2020) When required by the public company, the shareholder may request from the intermediary the sending of a participation message to the public company according to Implementing Regulation (EU) 2018/1212. When the participation message also includes information on voting, the last intermediary ensures that the number of shares with voting rights in the message corresponds to that as of the date under para. 1. When the message is transmitted through the chain of intermediaries before the date under para. 1, the last intermediary in the chain updates the message, if necessary. The confirmation of the right to participate is prepared according to Implementing Regulation (EU) 2018/1212. (5) (New - State Gazette, No. 23 of 2009, effective from 27.03.2009; previous para. 4, No. 26 of 2020, effective from 03.09.2020) The public company may provide in its articles of association the possibility for the voting right to be exercised before the date of the general meeting by correspondence, using mail, including electronic mail, courier, or other technically possible means. (6) (New - State Gazette, No. 23 of 2009, effective from 27.03.2009; previous para. 5, No. 26 of 2020, effective from 03.09.2020) Voting by correspondence is valid if the vote is received by the company no later than the day preceding the date of the general meeting. Shares of persons who voted by correspondence are taken into account in determining the quorum, and the voting is recorded in the minutes of the general meeting. A list of persons who exercised their voting right in the general meeting by correspondence, and of the number of shares owned, which is certified by the chairman and secretary of the general meeting, is attached to the minutes of the general meeting. (7) (New - State Gazette, No. 23 of 2009, effective from 27.03.2009; previous para. 6, No. 26 of 2020, effective from 03.09.2020) If the shareholder attends the general meeting in person, the voting right exercised by him by correspondence is valid, unless the shareholder states otherwise. On the issues on which the shareholder votes at the general meeting, the voting right exercised by him by correspondence lapses. (8) (New - State Gazette, No. 23 of 2009, effective from 27.03.2009; previous para. 7, No. 26 of 2020, effective from 03.09.2020) The public company may set requirements for establishing the quality of shareholder and for voting by correspondence, which are
necessary to ensure the identification of shareholders and only insofar as this corresponds to achieving this goal. (9) (New - State Gazette, No. 26 of 2020, effective from 03.09.2020) Within a period of three months from the date of holding the general meeting, upon request by the shareholder or by a third party designated by the shareholder, the public company provides confirmation that the shareholder's vote was actually counted and tallied by the company. When an intermediary receives the confirmation, it transmits the information in a timely manner to the shareholder or to the third party designated by the shareholder. In a chain of intermediaries, the confirmation is transmitted between them

timely, unless it can be sent directly to the shareholder or to a third party designated by them. The confirmation of receipt, respectively of the recording and counting of votes, is prepared and provided in accordance with Implementing Regulation (EU) 2018/1212.

Art. 115v. (New - State Gazette, No. 61 of 2002, previous Art. 115b - amended, No. 52 of 2007, effective from 03.07.2007; amended and supplemented, No. 62 of 2017, effective from 01.01.2018; amended, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) (1) (Amended - State Gazette, No. 52 of 2007, effective from 03.07.2007; amended, No. 62 of 2017, effective from 01.01.2018.) Public companies have the right to pay a 6-month and annual dividend, if this is provided for in the articles of association and with the corresponding application of Art. 247a of the Commerce Act.

(2) (New - State Gazette, No. 62 of 2017, effective from 01.01.2018.) Public companies may pay an interim dividend based on a 6-month financial report only if the following conditions are met:

a 6-month financial report has been prepared; a report based on accounting information has been prepared together with the report, proving that the company has sufficient funds to pay the dividends and that their payment will not lead to the company's indebtedness to creditors, personnel, the budget, and others;
the financial result for the 6-month period is a profit and there is a resolution of the general meeting of shareholders on the distribution of profit;
the amount of funds that can be distributed in accordance with Art. 247a of the Commerce Act must not exceed the total profit obtained as:
a) the current accounting result for the period from 1 January to 30 June of the current year; b) undistributed profit from previous years; c) the sum of reserves, the distribution of which is not prohibited by law or the articles of association of the company; d) the total sum under letters "a" - "c" is reduced by carried-forward losses and legal reserves, formed in accordance with the requirements of Art. 246 of the Commerce Act and/or mandatory reserves under the articles of association of the company;
the joint-stock company has no incurred and unpaid obligations whose maturity date has expired before the adoption of the resolution on the distribution of profit, and after the payment of interim dividends it will be able to fulfill its obligations for the current financial year.

(3) (New - State Gazette, No. 62 of 2017, effective from 01.01.2018; amended, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) The right to receive a dividend belongs to the persons registered in the central register of securities as such with the right to a dividend on the 14th day after the day of the general meeting at which the annual, respectively 6-month financial report was adopted and a decision on the distribution of profit was taken. Article 115b, para. 2 applies correspondingly.

(4) (Amended - State Gazette, No. 39 of 2005; supplemented, No. 52 of 2007, effective from 03.07.2007; previous para. 2, No. 62 of 2017, effective from 01.01.2018; amended, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) The company is obliged to immediately notify the Commission, the central securities depository at which the securities are registered, and the regulated market of the resolution of the general meeting regarding the type and amount of the dividend, as well as regarding the conditions and procedure for its payment, including indicating at least one financial institution through which payments will be made. The types of financial institutions through which payments can be made are determined by regulation.

(5) (Previous para. 3, amended - State Gazette, No. 62 of 2017, effective from 01.01.2018.) Upon receipt of the notification under para. 4, the regulated market on which the shares are admitted to trading immediately announces the last date for concluding transactions with them, as a result of which the acquirer of the shares has the right to receive the dividend on them, voted at the general meeting.

(6) (Previous para. 4, amended - State Gazette, No. 62 of 2017, effective from 01.01.2018.) Until the expiration of the working days following the day of notification under para. 4 and the last day for concluding transactions under para. 5, special rules regarding price limits for submitted orders or quotes and for concluded transactions may be applied on the regulated securities market.

(7) (Previous para. 5, amended - State Gazette, No. 62 of 2017, effective from 01.01.2018.) The company is obliged to ensure the payment of the dividend voted at the general meeting to shareholders within 60 days from its holding. The costs of paying the dividend are borne by the company.

(8) (Previous para. 6, amended - State Gazette, No. 62 of 2017, effective from 01.01.2018; amended, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) The payment of the dividend is carried out with the assistance of the central securities depository at which the securities are registered and which offers the services under item 2, letter "a" of section "B" of the appendix to Regulation (EU) No 909/2014. The procedure for the payment of dividends is determined by regulation.

Art. 115g. (New - State Gazette, No. 23 of 2009, effective from 27.03.2009.) (1) Shareholders in a public company have the right to authorize any natural or legal person to participate and vote at the general meeting on their behalf. Article 220, para. 1, third sentence of the Commerce Act does not apply if the shareholder has explicitly indicated the manner of voting on each of the points on the agenda.

(2) The proxy has the same rights to speak and ask questions at the general meeting as the shareholder whom they represent.

(3) The proxy is obliged to exercise the right to vote in accordance with the instructions of the shareholder contained in the proxy.

(4) The proxy may represent more than one shareholder at the general meeting of the public company. In this case, the proxy may vote differently on the shares held by the individual shareholders whom they represent.

(5) Authorization may also be carried out using electronic means. The public company is obliged to ensure at least one method for receiving proxies via electronic means. It is obliged to publish on its website the conditions and procedure for receiving proxies via electronic means.

(6) The public company may impose requirements regarding the authorization, the presentation of the proxy to the company, and the giving of instructions by the shareholder on the manner of voting, if any, which requirements are necessary for the identification of shareholders and the proxy or to ensure the possibility of verifying the content of the instructions and only insofar as this corresponds to the achievement of these goals.

(7) The procedure under paras. 5 and 6 also applies to the withdrawal of a proxy.

Art. 116. (Amended - State Gazette, No. 52 of 2007; amended and supplemented, No. 23 of 2009, effective from 27.03.2009; amended, No. 62 of 2017.) (1) (Amended in full - State Gazette, No. 23 of 2009, effective from 27.03.2009.) The written proxy for representing a shareholder at the general meeting of shareholders of a public company must be for a specific general meeting, be explicit, and indicate at least:

the data on the shareholder and the proxy;
the number of shares to which the proxy relates;
the agenda of the questions proposed for discussion;
the proposals for decisions on each of the questions on the agenda;
the manner of voting on each of the questions, if applicable;
date and signature.

(2) (Repealed - State Gazette, No. 61 of 2002; new, No. 23 of 2009, effective from 27.03.2009.) In cases where the manner of voting on individual points on the agenda is not specified in the proxy, it must be stated therein that the proxy has the right to assess whether and in what manner to vote.

(3) (New - State Gazette, No. 52 of 2007, effective from 03.07.2007.) The public company is obliged to provide a sample of the written proxy on paper medium or via electronic means, if applicable, together with the materials for the general meeting or upon request after its convening.

(4) (Amended - State Gazette, No. 61 of 2002, previous para. 3, No. 52 of 2007, effective from 03.07.2007.) Re-authorization with the rights under para. 1, as well as the proxy given in violation of the rules under para. 1, is void.

(5) (Previous para. 4 - State Gazette, No. 52 of 2007, effective from 03.07.2007.) The proposal for representing a shareholder or shareholders with more than 5 percent of the votes at the general meeting of a public company must be published in a central daily newspaper or sent to each shareholder to whom it relates. The proposal contains at least the following data:

the agenda of the questions proposed for discussion at the general meeting, and the proposals for decisions on them;
an invitation to give instructions from shareholders regarding the manner of voting on the questions on the agenda;
a statement on the manner in which the proposer will vote on each of the questions on the agenda, if the accepting shareholder does not give instructions regarding voting.

(6) (Previous para. 5 - amended, No. 52 of 2007, effective from 03.07.2007.) The proposer is obliged to vote at the general meeting of the company in accordance with the instructions of the shareholders contained in the proxy, and if none are given - in accordance with the statement under item 3 of para. 5. The proposer may deviate from the instructions of shareholders, respectively from their statement regarding the manner of voting, if:
a) circumstances have arisen that were not known at the time of sending the proposal or signing the proxies by the shareholders; b) the proposer could not previously request new instructions and/or make a new statement, or did not receive new instructions from the shareholders in time; c) the deviation is necessary to preserve the interests of the shareholders.

(7) (Amended - State Gazette, No. 61 of 2002, previous para. 6, No. 52 of 2007, effective from 03.07.2007.) The company cannot require the proxies under para. 1 to be presented to it earlier than two working days before the day of the general meeting. The company notifies those present at the general meeting of shareholders of the received proxies at the opening of the general meeting.

(8) (Amended - State Gazette, No. 61 of 2002, previous para. 7, No. 52 of 2007, effective from 03.07.2007.) If more than one proxy under para. 1 is presented, issued by the same shareholder, the later issued proxy is valid.

(9) (Previous para. 8 - State Gazette, No. 52 of 2007, effective from 03.07.2007.) If the company is not notified in writing by a shareholder of the withdrawal of a proxy before the start of the general meeting, it is considered valid.

(10) (Previous para. 9 - State Gazette, No. 52 of 2007, effective from 03.07.2007.) If the shareholder personally attends the general meeting, the proxy issued by them for that general meeting is valid, unless the shareholder states otherwise. Regarding the questions on the agenda on which the shareholder personally votes, the corresponding right of the proxy falls away.

(11) (Amended - State Gazette, No. 39 of 2005, previous para. 10 - State Gazette, No. 52 of 2007, effective from 03.07.2007; repealed, No. 62 of 2017). .

(12) (New - State Gazette, No. 61 of 2002, previous para. 11 - State Gazette, No. 52 of 2007, effective from 03.07.2007; repealed, No. 23 of 2009, effective from 27.03.2009).

Art. 116a. (New - State Gazette, No. 26 of 2020; supplemented, No. 25 of 2026.) (1) To carry out the activity of an authorized advisor, the person must be registered in the register under Art. 30, para. 1, item 21 of the Law on the Commission for Financial Supervision in accordance with a regulation of the Commission.

(2) Authorized advisors apply a code of conduct, which they publicly announce.

(3) When authorized advisors do not apply a code of conduct, they publish detailed reasons for this.

(4) When authorized advisors do not apply any of the rules of the code of conduct, they publish information on which rule they do not apply and detailed reasons for this, indicating the alternative measures taken, if any.

(5) Authorized advisors publicly announce at least the following information:

the main characteristics of the methodologies and models used by them;
the main sources of information they use;
the procedures for ensuring the quality of research, advice, and voting recommendations and the qualifications of their employees;
whether they take into account and in what manner the market conditions in the country and legal and sub-legal requirements, as well as the specific conditions of individual public companies;
the main characteristics of the voting policies they apply for each market;
whether they communicate with public companies that are the subject of their research, advice, or voting recommendations, indicating the scope and nature of the communication;
the policy regarding the prevention and management of potential conflicts of interest.

(6) The information under para. 2 - 5 is published on the website of the authorized advisors, updated annually, and access to it is free. The information under para. 5 is available for a period of no less than three years from its publication.

(7) Authorized advisors are obliged to establish and disclose in a timely, complete, and written manner to their clients any actual or potential conflict of interest or commercial relationships that may affect the preparation of their research, consultations, or voting recommendations, as well as the actions they have taken to eliminate, limit, or manage an actual or potential conflict of interest.

(8) (New - State Gazette, No. 25 of 2026.) Authorized advisors simultaneously with the publication of the information under para. 6 submit this information to the Commission in a data extraction format under Art. 2, item 3 of Regulation (EU) 2023/2859 or, when required by an act of European Union law, in a machine-readable format under Art. 2, item 4 of the same regulation, accompanied by the following metadata:

name of the authorized advisor;
legal entity identification code of the authorized advisor;
size of the authorized advisor according to the category under Art. 7, paragraph 4, letter "g" of Regulation (EU) 2023/2859;
industrial sectors of the economic activities of the authorized advisor under Art. 7, paragraph 4, letter "d" of Regulation (EU) 2023/2859;
type of information, as classified under Art. 7, paragraph 4, letter "v" of Regulation (EU) 2023/2859;
indication of whether the information contains personal data.

(9) (New - State Gazette, No. 25 of 2026.) Authorized advisors are obliged to have a legal entity identification code. Authorized advisors notify the Commission of their identification code within a 7-day period from the issuance of the corresponding code.

(10) (New - State Gazette, No. 25 of 2026.) The authorized advisor is obliged at all times to have a personal profile registered in the information system for secure electronic delivery as a module of the E-Government Portal within the meaning of the Law on Electronic Management, notifying the Commission of their profile through the system within a 7-day period from the registration of the profile.

Art. 116a 1.
(New - State Gazette, No. 61 of 2002; supplemented, No. 103 of 2012; amended, No. 62 of 2017; previous Art. 116a, No. 26 of 2020; amended and supplemented, No. 64 of 2020, effective from 21.08.2020.) (1) (Amended - State Gazette, No. 62 of 2017; amended, No. 64 of 2020, effective from 21.08.2020.) Members of the management and supervisory bodies of a public company cannot be persons who have been convicted with a final judgment for an intentional crime of general nature, committed in the Republic of Bulgaria or in another country, unless they have been rehabilitated.

(2) At least one-third of the members of the board of directors or the supervisory board of the public company must be independent persons. An independent member of the board cannot be:

an employee of the public company;
a shareholder who owns directly or through related persons at least 25 percent of the votes at the general meeting or is a related person to the company;
a person who is in lasting commercial relations with the public company;
a member of a management or supervisory body, a prokurist, or an employee of a commercial company or other legal entity under items 2 and 3;
a related person with another member of the management or supervisory body of the public company.

(3) (Amended - State Gazette, No. 64 of 2020, effective from 21.08.2020.) Persons elected as members of management and supervisory bodies, for whom the circumstances under para. 1 or 2 arise, are obliged to immediately notify the management body of the public company. In this case, the persons cease to exercise their functions and do not receive remuneration.

(4) (Supplemented - State Gazette, No. 103 of 2012.) Candidates for elected office prove the absence of the circumstances under para. 1 with a certificate of criminal record, and under para. 2 - with a declaration. The documents under the first sentence are part of the written materials for the general meeting, on whose agenda the election of members of the board of directors or supervisory board is provided. Persons under the first sentence confirm the accuracy of the documents provided in accordance with the previous sentence at the general meeting at which their election is proposed.

(5) (New - State Gazette, No. 103 of 2012.) In the election of the independent members of the board of directors or the supervisory board of the public company, the shares owned by persons under para. 2, items 1 - 5 are included in the capital presented to the general meeting only if no other shareholders are present or represented at the meeting.

(6) (New - State Gazette, No. 64 of 2020, effective from 21.08.2020.) The requirements of paras. 1 - 4 also apply to natural persons who represent legal entities - members of the management and supervisory bodies of a public company.

Art. 116b. (New - State Gazette, No. 61 of 2002; supplemented, No. 103 of 2012; amended and supplemented, No. 62 of 2017; amended, No. 26 of 2020; amended and supplemented, No. 51 of 2022.) (1) Members of the management and supervisory bodies of a public company are obliged:

to perform their duties with the care of a good merchant in a manner that they reasonably consider to be in the interest of all shareholders of the company and using only information that they reasonably consider to be reliable and complete;
to show loyalty to the company, by:
a) preferring the interest of the company over their own interest; b) (amended - State Gazette, No. 62 of 2017.) avoiding direct or indirect conflicts of interest between their interest and the interest of the company, and if such a conflict arises, disclosing it in writing and in full to the respective body and not participating, nor exerting influence on the other members of the board when making decisions in these cases; c) not disseminating non-public information about the company and, after ceasing to be members of the respective bodies, until the public announcement of the relevant circumstances by the company.

(2) The provision of para. 1 also applies to natural persons who represent legal entities - members of the management and supervisory bodies of the company, as well as to the prokurists of a public company.

(3) (New - State Gazette, No. 103 of 2012.) Members of the management body of the public company are obliged to:

(amended - State Gazette, No. 26 of 2020.) exercise current control for compliance with the requirements of Art. 114, para. 4 and Art. 114a, para. 3 in the exercise of the activities of the subsidiaries of the public company; in connection with the obligation under the first sentence, the person representing the public company is obliged to ensure the presentation of the relevant information from the subsidiary company, as well as information on all concluded transactions under Art. 114, para. 3 within a 5-day period from their conclusion;
(repealed - State Gazette, No. 51 of 2022).

(4) (New - State Gazette, No. 51 of 2022.) Persons who manage and represent the public company are obliged to submit to the Commission the protocol from the meeting of the management body of the public company, objectifying the authorizing decisions under Art. 114, para. 2 and 3, within a period of 4 working days from the date of the holding of the meeting.

(5) (New - State Gazette, No. 62 of 2017; previous para. 4, No. 51 of 2022.) "Conflict of interest" within the meaning of para. 1, item 2, letter "b" exists when there is a conflict between the duties of a member of a management or supervisory body of a public company in this capacity, on the one hand, and their private interest, on the other hand. Private is any interest that leads to benefit of a material or immaterial nature for the person or for persons related to them, including income in money or property, acquisition of shares or stocks, provision, transfer or waiver of rights, receipt of goods or services free of charge or at prices lower than market prices, receipt of support or influence, preference, receipt of or promise of work, position, gift, reward or promise of avoiding loss, liability, sanction or other adverse event.

Art. 116v. (New - State Gazette, No. 61 of 2002; supplemented, No. 21 of 2012; amended and supplemented, No. 103 of 2012; amended, No. 62 of 2017; amended, No. 26 of 2020; amended and supplemented, No. 64 of 2020, effective from 21.08.2020; amended, No. 70 of 2024, effective from the date determined in the Decision of the Council of the European Union for the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and the Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU) (1) (Supplemented - State Gazette, No. 21 of 2012; amended, No. 26 of 2020.) The public company adopts and applies a policy for

remuneration of the members of its management and supervisory bodies, the requirements for the remuneration policy, its adoption, implementation, disclosure and execution are determined by a regulation.
The remuneration policy is adopted by the first regular annual general meeting after acquiring the status of a public company.
The remuneration and bonuses of the members of the management and supervisory bodies of a public company, as well as the period for which they are due, are determined by the general meeting.
(2) (Suppl. - State Gazette, No. 64 of 2020, effective from 21.08.2020) The persons referred to in para. 1 are obliged within a 7-day period from their election, respectively from the registration of the company in the register under Art. 30, para. 1, item 3 of the Law on the Commission for Financial Supervision, to deposit a guarantee for their management. (3) (Suppl. - State Gazette, No. 64 of 2020, effective from 21.08.2020; amended, No. 70 of 2024 effective from the date determined in a Decision of the Council of the European Union for the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and a Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU) The guarantee is deposited in euros. The amount of the guarantee is determined by the general meeting of shareholders and may not be less than the 3-month gross remuneration of the persons referred to in para.
1. When the general meeting has determined the amount of remuneration under para. 1,
but has not determined the amount of the management guarantee, the amount is accepted as equal to the three-month gross remuneration of the persons referred to in para. 1.
(4) The guarantee is blocked in favor of the company in a bank on the territory of the country. Interest from guarantees blocked in banks is free and can be withdrawn upon request by the depositor of the guarantee.
(5) (New - State Gazette, No. 103 of 2012) Within 7 days from the deposit of the management guarantee, the persons referred to in para. 1 are obliged to submit to the Commission a document issued by the bank under para. 4, certifying that the blocking of the guarantees was carried out in accordance with paras. 2 - 4. The bank under para. 4 issues the document upon request by the depositor of the guarantee. (6) (Previous para. 5 - State Gazette, No. 103 of 2012) In case of failure to deposit the guarantee within the specified period, the respective person does not receive remuneration as a member of the respective body until the full amount of the guarantee is deposited. (7) (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) Upon change of the amount of remuneration of the persons referred to in para. 1, the guarantee is updated, as paras. 2, 5 and 6 apply accordingly. (8) (Previous para. 6 - State Gazette, No. 103 of 2012; previous para. 7, No. 64 of 2020 effective from 21.08.2020) The guarantee is released:
1. in favor of the person who deposited it under para. 1 - after the date of the decision of
the general meeting releasing him from liability and after his release from office;
2. in favor of the company - in case the general meeting has taken a decision
to this effect upon establishing damage caused to the company.
(9) (Amended - State Gazette, No. 39 of 2005; previous para. 7, amended and suppl., No. 103 of 2012; amended, No. 62 of 2017; previous para. 8, No. 64 of 2020, effective from 21.08.2020) The general meeting may release from liability a member of management and supervisory body upon the presence of an audited registered auditor annual financial report for the preceding year, approved by the general meeting of shareholders, and in cases of release from liability of a member of management and supervisory body for the current year - upon the presence of an audit by a registered auditor and interim financial report for the period from the beginning of the current year to the last day of the month preceding the month in which the notice for convening the general meeting was announced. (10) (Previous para. 8, amended - State Gazette, No. 103 of 2012; previous para. 9, amended, No. 64 of 2020, effective from 21.08.2020) Paras. 1 - 9 also apply to managing directors, as the powers of the general meeting are exercised by the supervisory board, respectively the board of directors. These bodies are accountable to the general meeting for the amount of remuneration received, the guarantees determined and the degree of fulfillment of the assigned obligations of the respective person. Art. 116g. (New - State Gazette, No. 61 of 2002; suppl., No. 103 of 2012; amended and suppl., No. 62 of 2017; amended, No. 83 of 2019, effective from 24.04.2020; amended, No. 26 of 2020; entry into force from No. 83 of 2019 amended to 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended to 20.08.2020, No. 64 of 2020, effective from 18.07.2020; amended and suppl., No. 51 of 2022) (1) (Suppl.

State Gazette, No. 103 of 2012; suppl., No. 62 of 2017) The management body of
the public company is obliged to appoint by employment contract a director for investor relations. Companies that have not been public fulfill the obligation under the first sentence within a three-month period from acquiring the status of a public company. Upon termination of the employment relationship of the investor relations director, the management body appoints a new investor relations director within a two-month period from the termination. (2) The investor relations director must have suitable qualification or experience to carry out his duties and cannot be a member of the management or supervisory body or managing director of the public company. (3) The investor relations director:
1. maintains effective contact between the management body of
the company and its shareholders and persons showing interest to invest in securities of the company, providing them with information regarding the current financial and economic state of the company, as well as any other information, to which they are entitled by law in their capacity as shareholders or investors;
2. is responsible for sending within the statutory period the materials for
convening a general meeting to all shareholders who requested to familiarize themselves with them;
3. (new - State Gazette, No. 62 of 2017) keeps and preserves a diary of held
meetings of the management and supervisory body, in which chronologically the date, time of opening and time of closing of the meeting, agenda and decisions taken are recorded, in a manner not allowing subsequent modifications or additions to it;
4. (previous item 3 - State Gazette, No. 62 of 2017) keeps and preserves accurate and complete
minutes from the meetings of the management and supervisory body of the company;
5. (amended - State Gazette, No. 39 of 2005; previous item 4, amended, No. 62 of 2017; amended,
No. 83 of 2019, effective from 24.04.2020; entry into force amended to 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended to 20.08.2020, No. 64 of 2020, effective from 18.07.2020) is responsible for timely sending all necessary reports and notifications of the company to the Commission, the regulated market where the securities of the company are admitted to trading, and the central securities depository where the securities are registered;
6. (previous item 5, amended - State Gazette, No. 62 of 2017) keeps a register for
sent materials under items 2 and 5, as well as for received requests and provided information under item 1, describing and reasons in case of non-provision of requested information.
(4) The investor relations director is accountable for his activities before the shareholders at the annual general meeting.
(5) Persons managing the company are obliged to assist the investor relations director, as well as to control the fulfillment of functions under para. 3.
(6) (Amended - State Gazette, No. 26 of 2020; amended and suppl., No. 51 of 2022) For the director for investor relations, Art. 116a 1 , para. 1 and Art. 116b, para.
1 and 4 apply accordingly.
Art. 117. (Amended and suppl. - State Gazette, No. 23 of 2009, effective from 27.03.2009; amended and suppl., No. 62 of 2017; suppl., No. 25 of 2026) (1) (New - State Gazette, No. 23 of 2009, of effective from 27.03.2009; suppl., No. 62 of 2017) The results of voting in the minutes of the meeting of the general meeting must include information regarding the number of shares on which actual votes were cast, what part of the capital they represent, the total number of actually cast votes, the number of votes cast "for" and "against" and, if necessary, the number of abstentions, for each of the decisions on the issues on the agenda. In the minutes of the general meeting, the exercise of votes through representatives is noted. (2) (Previous text of Art. 117, amended - State Gazette, No. 61 of 2002, No. 39 of 2005 amended - State Gazette, No. 86 of 2006 effective from 01.01.2007; previous para. 1 - amended, No. 23 of 2009, effective from 27.03.2009) The company is obliged to send to the Commission the minutes of the meeting of the general meeting within a period of three working days from the holding of the meeting. (3) (New - State Gazette, No. 61 of 2002, amended, No. 39 of 2005; previous para. 2 - amended, No. 23 of 2009, effective from 27.03.2009; amended, No. 62 of 2017) Within the period under para. 2, the public company publishes the minutes of the general meeting on its website for a period of no less than 5 years. (4) (New - State Gazette, No. 25 of 2026) The public company simultaneously with publishing the minutes under para. 3 submits to the Commission these minutes in a data extraction format under Art. 2, item 3 of Regulation (EU) 2023/2859 or, when this is required by an act of European Union law or by this law, in machine-readable format under Art. 2, item 4 of the same regulation, accompanied by the following metadata:
1. name of the company to which the information relates;
2. identification code of the legal entity of the company;
3. size of the company according to the category under Art. 7, paragraph 4,
letter "g" of Regulation (EU) 2023/2859;
4. industrial sectors of the economic activities of the company
according to Art. 7, paragraph 4, letter "d" of Regulation (EU) 2023/2859;

5. type of information, as classified under Art. 7, paragraph
4, letter "v" of Regulation (EU) 2023/2859;
6. indication whether the information contains personal data.
Art. 118. (Suppl. - State Gazette, No. 23 of 2009, effective from 27.03.2009; amended and suppl., No. 62 of 2017) (1) Persons owning together or separately at least 5 percent of the capital of a public company, in case of inaction of its management bodies, which endangers the interests of the company, may bring before the court the claims of the company against third parties. The company is summoned as a party to the case. (2) (Amended - State Gazette, No. 61 of 2002; suppl., No. 23 of 2009, effective from 27.03.2009 ) The persons under para. 1 may:
1. file a claim before the district court at the seat of the company for
compensation for damages caused to the company by actions or inactions of the members of the management and supervisory bodies and of the managing directors of the company;
2. request from the general meeting or from the district court the appointment of
auditors, who will check all accounting documentation of the company and prepare a report on their findings;
3. request from the district court convening a general meeting or authorizing
their representative to convene a general meeting on an agenda determined by them.
4. (new - State Gazette, No. 23 of 2009, effective from 27.03.2009) request
the inclusion of issues and propose solutions on already included issues in the agenda of the general meeting in accordance with Art. 223a of the Commercial Law.
(3) (New - State Gazette, No. 62 of 2017) The right under para. 2, item 4 does not apply, when an item is included in the agenda of the general meeting, whose subject is taking a decision under Art. 114, para. 1. The persons under para. 1 have no right to include in the agenda of the general meeting new items for taking a decision under Art. 114, para. 1. (4) (New - State Gazette, No. 61 of 2002; previous para. 3, No. 62 of 2017) The court rules immediately on the requests under para. 2, items 2 and 3. Art. 118a. (New - State Gazette, No. 61 of 2002) A person who controls a public company, as well as any other person who by means of their influence over the public company has induced a member of its management or supervisory bodies or its managing director to act or refrain from acting not in the interest of the company, is jointly liable for the damages caused to the company. Art. 118, para. 2, item 1 applies accordingly. Art. 119. (Amended - State Gazette, No. 52 of 2007; amended and suppl., No. 103 of 2012; suppl., No. 33 of 2016, effective from 26.04.2016; amended and suppl., No. 62 of 2017; amended, No. 15 of 2018, effective from 16.02.2018; amended and suppl., No. 64 of 2020, effective from 21.08.2020; amended, No. 70 of 2024, effective from the date determined in a Decision of the Council of the European Union for the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and a Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU) (1) (amended - State Gazette , No. 103 of 2012) (Amended - State Gazette, No. 62 of 2017) The company under Art. 110, para. 1 ceases to be public from the decision of the Commission for deletion from the register under Art. 30, para. 1, item 3 of the Law on the Commission for Financial Supervision, if:

1. (amended - State Gazette, No. 61 of 2002) the general meeting of the company has taken
a decision for its deletion with a majority of 2/3 of the presented capital under the condition that:
a) the number of shareholders is below 300 persons 14 days before the general meeting, as well as on the last day of the previous two calendar years; and b) (amended - State Gazette, No. 70 of 2024, effective from the date determined in a Decision of the Council of the European Union for the adoption of the euro by the Republic of Bulgaria, adopted in accordance with Art. 140, paragraph 2 of the TFEU, and a Regulation of the Council of the European Union, adopted in accordance with Art. 140, paragraph 3 of the TFEU) the value of the assets of the company is below 250,000 euros according to the last monthly accounting balance sheet, as well as according to the last two audited annual accounting balance sheets; or;
2. (repealed - State Gazette, No. 61 of 2002; new, No. 103 of 2012; suppl., No. 62 of 2017
) the general meeting of a company, to which all shareholders were present or represented, unanimously took a decision for its deletion;
3. (amended - State Gazette, No. 61 of 2002) a commercial offer under Art.
149a was carried out and:
a) shareholders, who own at least 1/2 of the total number of shares - object of the commercial offer, have accepted the commercial offer, or b) (amended - State Gazette, No. 52 of 2007, effective from 03.07.2007) the general meeting of the company has taken a decision for its deletion with a majority of 1/2 of the presented capital; the presented capital does not include shares that the commercial offeror has acquired before registration in the Commission, on the commercial offer under Art. 149a, para. 1 ; the commercial offeror votes only with the shares he has acquired as a result of this commercial offer and thereafter.
4. (new. - State Gazette, No. 52 of 2007) there is a buyout of all shares with
voting rights at the general meeting of the public company according to Art. 157a.
5. (new - State Gazette, No. 33 of 2016, effective from 26.04.2016) the company is
a bank for which insolvency proceedings have been opened.
6. (new - State Gazette, No. 62 of 2017) the company has been declared insolvent;
7. (new - State Gazette, No. 62 of 2017) there is a final compulsory
administrative measure under Art. 212, para. 1, item 10.
(2) (New - State Gazette, No. 103 of 2012) A company, becoming public as a result of transformation by separation, cannot be deleted on the basis of para. 1, item 2, unless the ground exists for the transforming public company as well.
(3) (Amended - State Gazette, No. 61 of 2002; previous para. 2, No. 103 of 2012) In the notice for convening the general meeting under para. 1, item 1, the reasons for the proposal for a decision to delete the company should be stated.
(4) (New - State Gazette, No. 61 of 2002; previous para. 3, amended, No. 103 of 2012; amended, No. 62 of 2017; amended, No. 64 of 2020, effective from 21.08.2020) In the application for deletion from the register, under Art. 30, para. 1, item 3 of the Law on the Commission for Financial Supervision, the company specifies the transactions and actions that have contributed significantly to the drop in the number of shareholders and in the value of the assets of the company below the respective thresholds under para. 1, item 1. (5) (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) Based on the submitted documents, the Commission establishes whether the requirements for deletion of the company from the register under Art. 30, para. 1, item 3 of the Law on the Commission for Financial Supervision are met. When the submitted data and documents are incomplete or irregular or additional information or evidence is needed for the accuracy of the data, the Commission sends a message on the established incompleteness and discrepancies and/or for the requested additional information and documents within a period of up to 10 working days from receipt of the application. (6) (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) When the message under para. 5 is not received at the address for correspondence indicated by the applicant, the period for submitting them runs from the publication of the message on the website of the Commission. Publication is certified by a minute drawn up by officials designated by order of the Chairman of the Commission. (7) (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) The Commission rules on the application and notifies the applicant within a period of up to 10 working days from receipt thereof, and when additional information and documents were requested or additional information and documents were submitted at the initiative of the applicant - within a period of up to 10 working days from their receipt. (8) (New - State Gazette, No. 61 of 2002, amended, No. 39 of 2005, effective from 03.07.2007 amended, No. 52 of 2007; previous para. 4, No. 103 of 2012; amended and suppl., No. 62 of 2017; previous para. 5, No. 64 of 2020, effective from 21.08.2020) The Commission for Financial Supervision refuses to delete from the register under Art. 30, para. 1, item 3 of the Law on the Commission for Financial Supervision a public company if the conditions under para. 1, items 1-3 or 4 are not met, including when during their fulfillment the law was violated. (9) (Repealed, new - State Gazette, No. 61 of 2002, amended, No. 39 of 2005; previous para. 5, No. 103 of 2012; amended and suppl., No. 62 of 2017; previous para. 6, No. 64 of 2020, effective from 21.08.2020) With the entry into force of the decision of the Commission for deletion from the register under Art. 30, para. 1, item 3 of the Law on the Commission for Financial Supervision of a public company, its articles of association shall cease
to contain the statement that the company is public. The company is obliged to apply for registration in the commercial register of the change, as well as to submit an updated articles of association in accordance with Art. 174, para. 4 of the Commercial Law . (10) (Repealed, previous para. 3 - State Gazette, No. 61 of 2002, amended, No. 39 of 2005; previous para. 6, No. 103 of 2012; amended and suppl., No. 62 of 2017; previous para. 7, No. 64 of 2020, effective from 21.08.2020) After the decision of the Commission for deletion from the register under Art. 30, para. 1, item 3 of the Law on the Commission for Financial Supervision, the shares of the company cannot be traded on a regulated securities market. (11) (Repealed - State Gazette, No. 61 of 2002; previous para. 7, No. 103 of 2012 (the previous para. 7 was repealed and replaced by previous para. 4 - State Gazette, No. 61 of 2002, amended, No. 39 of 2005); amended and suppl., No. 62 of 2017; previous para. 8, No. 64 of 2020, effective from 21.08.2020) The public company may be transformed into a limited liability company only after the decision of the Commission for deletion from the register under Art. 30, para. 1, item 3 of the Law on the Commission for Financial Supervision. Art. 120. (Suppl. - State Gazette, No. 61 of 2002, No. 39 of 2005, amended, No. 52 of 2007 effective from 03.07.2007; amended, No. 23 of 2009, effective from 27.03.2009; amended,

No. 26 of 2020) For the public company, including the form, procedure and method of providing information under Art. 115, para. 5 and 8 and Art. 117 , as well as for the public dissemination of this information, Chapter Six "a", Section IV applies.
Art. 120a. (New. - State Gazette, No. 52 of 2007; suppl., No. 23 of 2009, effective from 27.03.2009; suppl., No. 21 of 2012; amended, No. 42 of 2016; amended, No. 62 of 2017 ; suppl., No. 64 of 2020, effective from 21.08.2020) (1) (Suppl. - State Gazette, No. 23 of 2009 effective from 27.03.2009; amended, No. 62 of 2017) Articles 110b, 110c, Art. 111, para. 10 and 11, Art. 111a, 112d, Art. 115, para. 2, item 1, Art. 115a, Art. 115c, para. 4 regarding the designation of a financial institution and Art. 116, para. 3 apply also to issuers of shares from third countries, for which the Republic of Bulgaria is the home Member State according to Art. 100k, para. 2, item 1 (2) (Suppl. - State Gazette, No. 21 of 2012; suppl., No. 64 of 2020, effective from 21.08.2020 ) The requirements under para. 1 do not apply to issuers from third countries, for which the Republic of Bulgaria is the home Member State within the meaning of Art. 100k, para. 2, item 1, if the Commission deems that the legislation of the respective country regulates requirements equivalent to the requirements under this law and the implementing acts thereof. The Commission notifies ESMA of its assessment under the first sentence. The conditions under which the Commission may consider that the requirements of the legislation of the third country are equivalent to the requirements under this law and the implementing acts thereof are determined by a regulation. (3) Information that the persons under para. 1 are obliged to disclose according to national legislation is disclosed under the conditions and procedure of Art. 100t and 100f (4) The Commission publishes on its website a list of countries for which it considers that their legislation regulates requirements equivalent to the requirements under this law and the implementing acts thereof. Art. 120b. (New - State Gazette, No. 62 of 2015, effective from 14.08.2015; suppl., No. 8 of 2023) (1) (Suppl. - State Gazette, No. 8 of 2023) The provisions of Art. 115 - 116 and Art. 117 do not apply in cases where resolution measures are applied or powers are exercised and mechanisms are used under the Law on Recovery and Resolution of Credit Institutions and Investment Intermediaries and under Part V of Regulation (EU) 2021/23 of the European Parliament and of the Council of 16 December 2020 on a framework for the recovery and resolution of central counterparties and amending Regulations (EU) No 1095/2010, (EU) No 648/2012, (EU) No 600/2014, (EU) No 806/2014 and (EU) 2015/2365 and Directives 2002/47/EC, 2004/25/EC, 2007/36/EC, 2014/59/EU and (EU) 2017/1132 (OJ, L 22/1 of 22 January 2021), hereinafter referred to as "Regulation (EU) 2021/23". (2) (Suppl. - State Gazette, No. 8 of 2023) In cases of increase in the capital of the public company, necessary to avoid the occurrence of conditions for resolution under the Law on Recovery and Resolution of Credit Institutions and Investment Intermediaries, the notice for convening a general meeting may be
announced and published also in a shorter period than provided in Art. 115, para. 4, but not shorter than 10 calendar days, if the general meeting takes a decision to convene with a majority of two thirds of the presented capital or changes the provisions of the articles of association regarding the convening of the general meeting and

provided that measures under Art. 44 and 46 of the Law on Recovery and Restructuring of Credit Institutions and Investment Intermediaries and those under Art. 18 of Regulation (EU) 2021/23 are applied.

Art. 120v. (New - State Gazette, No. 88 of 2026, effective from 25.09.2026) (1) A public company under Art. 39a, para. 1 of the Anti-Discrimination Act discloses the information under Art. 100n, para. 8, item 7 by publishing it in an easily accessible place on its website. The information in the first sentence may be disclosed by publishing the report under Art. 100n, para. 1 on the company's website. (2) The Commission publishes on its website a list of public companies under para. 1 that have achieved the goal under Art. 39a, para. 1 of the Anti-Discrimination Act, and updates it annually. (3) The Commission, upon the request of the Minister of Labour and Social Policy, provides him with the list under para. 2 and the information under Art. 100n, para. 8, item 7.

Art. 121. (Am. and Supp. - State Gazette, No. 34 of 2015) (1) (Previous text of Art. 121 - State Gazette, No. 34 of 2015) For cases not regulated, the provisions of the Commerce Act apply.
(2) (New - State Gazette, No. 34 of 2015) The restrictions under Art. 3, para. 7, items 1 and 2 of the Law on Ownership and Use of Agricultural Land do not apply to companies under Art. 110 of this Law and to companies under Art. 263 of the Law on the Activity of Collective Investment Schemes and Other Collective Investment Undertakings.

Section II
Transformation

Art. 122. (Am. - State Gazette, No. 61 of 2002, No. 39 of 2005, No. 34 of 2006; effective from 01.01.2008; am., No. 95 of 2017, effective from 01.01.2018; am., No. 15 of 2018, effective from 16.02.2018; am. and Supp., No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020) (1) (Am. - State Gazette, No. 39 of 2005) In cases of transformation under Chapter Sixteen of the Commerce Act, in which at least one public company participates, the newly established and acquiring company or companies are also public. (2) (Am. - State Gazette, No. 61 of 2002, No. 39 of 2005, No. 34 of 2006; effective from 01.01.2008; am., No. 95 of 2017, effective from 01.01.2018) Registration of the transformation under para. 1 in the Commerce Register is permitted only after submission of the decision of the Commission under Art. 124, para. 1. (3) (Am. - State Gazette, No. 39 of 2005) Within 7 days from the registration of the transformation in the Commerce Register, the management bodies of the newly established or acquiring company or companies are obliged to:

(am. - State Gazette, No. 15 of 2018, effective from 16.02.2018) submit to the Commission documents for registration in the register under Art. 30, para. 1, item 3 of the Law on the Commission for Financial Supervision;
(am. and Supp. - State Gazette, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020) submit to "Central Depository" - AD, in connection with the central register of securities kept by it, documents for registration of their share issuances and distribution to accounts or transfer of shares; "Central Depository" - AD provides the information in the first sentence to the central securities depository where the securities are registered.
(4) (Rev. - State Gazette, No. 39 of 2005).
(5) (Am. and Supp. - State Gazette, No. 61 of 2002, rev., No. 39 of 2005).
(6) (Rev. - State Gazette, No. 39 of 2005).
(7) (Rev. - State Gazette, No. 39 of 2005).
(8) (Rev. - State Gazette, No. 39 of 2005).
(9) (New - State Gazette, No. 61 of 2002, rev., No. 39 of 2005).

Art. 123. (Am. - State Gazette, No. 39 of 2005; am., No. 95 of 2017, effective from 01.01.2018) (1) The contract or plan for transformation under Art. 262zh of the Commerce Act, in addition to the data under Art. 262zh of the Commerce Act, must also contain:

the fair value of the shares of each of the transforming companies, respectively the company, as well as the share exchange ratio of the shares of the transforming companies, respectively the transforming company, for shares of the newly established companies, respectively the company, or of the acquiring company, determined as of a date that cannot be earlier than one month before the date of the contract or plan for transformation;
justification of the price under item 1 based on generally accepted valuation methods;
other measures offered to shareholders with special rights and holders of other securities, outside the rights under Art. 262zh, para. 2, item 8 of the Commerce Act, if provided for.
(2) The requirements for the content of the justification under para. 1, item 2, including the application of valuation methods, are determined by a regulation.
(3) (Am. - State Gazette, No. 95 of 2017, effective from 01.01.2018) The contract or plan for transformation under para. 1 is checked by an independent auditor under Art. 262l of the Commerce Act, included in a list approved by the Commission.

Art. 124. (Am. and Supp. - State Gazette, No. 61 of 2002, am., No. 39 of 2005; Supp., No. 103 of 2012; am., No. 95 of 2015, effective from 01.01.2016; Supp., No. 95 of 2017, effective from 01.01.2018; am., No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020) (1) (Supp. - State Gazette, No. 103 of 2012; Supp., No. 95 of 2017, effective from 01.01.2018) The contract or plan for transformation, as well as the reports of the management body under Art. 262i of the Commerce Act and of the auditor under Art. 262m of the Commerce Act of each of the companies participating in the transformation, are approved by the Commission upon proposal of the Vice-Chairman before taking the decision under Art. 262o of the Commerce Act. (2) The transforming companies, respectively the transforming company, submit an application for issuance of approval, attaching:

the contract or plan for transformation, meeting the requirements of Art. 262e and 262zh of the Commerce Act;
a report of the management body of each of the transforming and acquiring companies under Art. 262i of the Commerce Act, indicating also the reasons necessitating the transformation;
a report of the auditor under Art. 262m of the Commerce Act, respectively also under Art. 262f of the Commerce Act, as well as a declaration from the auditor that he is not a related party to the companies participating in the transformation and has no other relations with them giving rise to reasonable doubts about his impartiality;
(am. - State Gazette, No. 95 of 2015, effective from 01.01.2016) the annual financial statements under Art. 29, para. 1 of the Accounting Law and the activity reports of all transforming and acquiring companies for the last three financial years, if any and they have not been submitted to the Commission;
an accounting balance sheet as of the last day of the month preceding the date of the contract or plan for transformation;
the draft new articles of association of each of the newly established companies, respectively for amendments and supplements to the articles of association of each of the transforming and acquiring companies;
(am. - State Gazette, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020) a copy of the application under Art. 262ch, para. 5 of the Commerce Act to "Central Depository" - AD, in connection with the central register of securities kept by it;
other documents determined by regulation.
(3) The accounting balance sheet under para. 1, item 5 must be prepared applying the same accounting policy and form as in the last annual financial statement.

Art. 124a. (New - State Gazette, No. 61 of 2002, rev., No. 39 of 2005).

Art. 125. (Am. - State Gazette, No. 61 of 2002, No. 39 of 2005; am. entirely, No. 103 of 2012; am., No. 95 of 2017, effective from 01.01.2018; Supp., No. 64 of 2020, effective from 21.08.2020) (1) (Am. - State Gazette, No. 61 of 2002; new, No. 103 of 2012; am., No. 95 of 2017, effective from 01.01.2018) The Commission rules on the application under Art. 124, para. 2 within 20 working days from receipt, and when additional information and documents are requested - within the same term from their receipt. (2) (Am. - State Gazette, No. 61 of 2002; previous text of Art. 125 - State Gazette, No. 103 of 2012; am., No. 95 of 2017, effective from 01.01.2018; Supp., No. 64 of 2020, effective from 21.08.2020) The Commission refuses to issue approval if the written materials under Art. 124, para. 2 do not meet the requirements of the law, the information contained therein is not presented in an accessible manner for shareholders, or does not truthfully and fully disclose material circumstances relevant for shareholders to make an informed decision on the transformation proposal, as well as if shareholders' interests are impaired in any other way. Art. 89r, para. 2 and 3 and Art. 119, para. 5 and 6 apply respectively.

Art. 126. (Am. - State Gazette, No. 39 of 2005) (1) Any shareholder who has left the company under the procedure of Art. 263s of the Commerce Act has the right to receive the equivalent value of his shares held before the transformation at the price indicated in the plan or contract for transformation. In this case, Art. 111, para. 5 does not apply. (2) Within 30 days from the date of notification of termination of participation under Art. 263s of the Commerce Act, the newly established and/or acquiring company is obliged to purchase the shares of the shareholders under para. 1.

Art. 126a. (New - State Gazette, No. 61 of 2002, rev., No. 39 of 2005).

Section III
(New - State Gazette, No. 61 of 2002)
Joint Venture Agreement

Art. 126b. (New - State Gazette, No. 61 of 2002, am., No. 52 of 2007; am. and Supp., No. 42 of 2016) (1) By a joint venture agreement, a public company undertakes to carry out its main activity or part of it in the common interest with another company that directly or indirectly holds at least 25 percent of the votes in the general meeting of the public company, which controls the public company or is related to it. (2) Main activity under para. 1 is the aggregate of legal and factual actions and transactions of the company, from which not less than 25 percent of its revenue from sale of goods and provision of services is formed according to the last audited annual financial statement. (3) The joint venture is managed jointly by the management bodies of the companies - parties to the agreement, or independently by the management body of one of these companies, respectively by persons determined by the management bodies. (4) (Am. - State Gazette, No. 52 of 2007, effective from 03.07.2007; am. and Supp., No. 42 of 2016) The persons under para. 3 are obliged to submit to the Commission an annual and 6-month financial report on their activity and a notification on financial status or a quarterly financial report under Chapter Six "a", Section II, as well as other information determined by regulation. The procedure, terms, and manner of providing the information under the first sentence to the Commission, as well as regarding its public dissemination, are determined by regulation. (5) (New. - State Gazette, No. 52 of 2007, effective from 03.07.2007) The Commission gives publicity to the information received under para. 1 through the register kept by it under Art. 30, para. 1 of the Law on the Commission for Financial Supervision. (6) (Previous para. 5 - State Gazette, No. 52 of 2007, effective from 03.07.2007) Distribution of profits and losses from the activity of the joint venture is carried out according to the ratio between the assets and other forms of contribution with which each of the companies participates in the joint venture. (7) (Previous para. 6 - State Gazette, No. 52 of 2007, effective from 03.07.2007) The contract must regulate the form and manner of participation of each of the companies in the joint venture, the subject of activity, the manner of management, the methods of distribution between the companies of profits and losses of the joint venture, as well as the conditions and procedure for termination of the contract.

Art. 126c. (New - State Gazette, No. 61 of 2002; am., No. 109 of 2013, effective from 20.12.2013; am., No. 95 of 2017, effective from 01.01.2018) (1) The management body of each public company - party to the joint venture agreement, prepares a written report containing the legal and economic justification of the contract, assessment of the assets and other forms of contribution with which each of the companies participates in the joint venture, as well as justification, based on generally accepted valuation methods, of the fair value of the shares of the respective public company. The requirements for the content of the justification of the fair value, including the application of valuation methods, are determined by regulation. (2) (Am. - State Gazette, No. 39 of 2005; am., No. 109 of 2013, effective from 20.12.2013; am., No. 95 of 2017, effective from 01.01.2018) The report under para. 1 must be checked by no more than three independent valuers under Art. 5 of the Law on Independent Valuers, approved by the Commission, upon proposal of the companies - parties to the agreement. The costs of the expertise are borne by the companies. (3) (Am. - State Gazette, No. 39 of 2005; am., No. 109 of 2013, effective from 20.12.2013) The independent valuers prepare a written report for the shareholders, in which the methods for valuation of the forms of contribution of the parties to the agreement and for valuation of the fair value of the shares of the public company must be indicated, how correct the use of these methods is, as well as difficulties in valuation, if any. The report also indicates other material circumstances relevant for shareholders to make an informed decision on the draft contract. (4) (New - State Gazette, No. 39 of 2005; am., No. 109 of 2013, effective from 20.12.2013) Each independent valuer has the right to access any information and written materials relating to any of the companies participating in the joint venture that are related to his task, as well as to carry out all necessary checks.

Art. 126d. (New - State Gazette, No. 61 of 2002; am., No. 52 of 2007, effective from 01.11.2007; am. and Supp., No. 95 of 2017, effective from 01.01.2018) (1) (Am. - State Gazette, No. 39 of 2005; Supp., No. 95 of 2017, effective from 01.01.2018) The draft contract for joint venture and reports under Art. 126c must be approved by the Commission upon proposal of the Vice-Chairman. (2) (Am. - State Gazette, No. 39 of 2005, am., No. 52 of 2007, effective from 01.11.2007; am., No. 95 of 2017, effective from 01.01.2018) Each public company - party to the joint venture agreement, submits to the Commission an application for approval, attaching the documents under para. 1 and other documents determined by regulation. The Commission rules on the application within 30 days from its receipt, and when removal of incompleteness and inconsistencies or submission of additional information is requested - up to 14 days from the additionally submitted documents. (3) (New. - State Gazette, No. 52 of 2007, effective from 01.11.2007; am., No. 95 of 2017, effective from 01.01.2018) Based on the submitted documents, the Commission establishes whether the requirements for issuing the requested approval are met. If the submitted data and documents are incomplete or irregular or additional information or evidence is needed for the truthfulness of the data, the Commission sends a message on the identified incompleteness and inconsistencies and/or on the requested additional information and documents. (4) (New. - State Gazette, No. 52 of 2007, effective from 01.11.2007) If the message under para. 3 is not accepted at the address for correspondence indicated by the applicant, the term for their submission runs from placing the message in a specially designated place for this purpose in the building of the Commission. The latter circumstance is certified by a protocol drawn up by officials determined by order of the Chairman of the Commission. (5) (New. - State Gazette, No. 52 of 2007, effective from 01.11.2007) The applicant is notified in writing of the decision taken within 7 days. (6) (Am. - State Gazette, No. 39 of 2005, previous para. 3, No. 52 of 2007; am., No. 95 of 2017, effective from 01.01.2018) The Commission issues a reasoned refusal for approval only if the documents under para. 1 do not meet the requirements of the law, if the information contained therein is not presented in an accessible manner for shareholders or does not truthfully and fully disclose material circumstances relevant for shareholders to make an informed decision on the draft contract or if shareholders' interests in a public company - party to the joint venture agreement are impaired in any other way.

Art. 126e. (New - State Gazette, No. 61 of 2002; am., No. 95 of 2017, effective from 01.01.2018; am., No. 15 of 2018, effective from 16.02.2018) (1) The joint venture agreement enters into force after approval by the general meetings of each of the companies - parties to the agreement. The decision of the general meeting is taken by a majority of 3/4 of the represented capital. (2) (Am. - State Gazette, No. 8 of 2003, effective from 01.03.2003, am. and Supp., No. 39 of 2005; am., No. 95 of 2017, effective from 01.01.2018; am., No. 15 of 2018, effective from 16.02.2018) The companies submit the joint venture agreement, the decision of the Commission for its approval, and the decisions of their general meetings to the Commerce Register within 7 days from the entry into force of the agreement. Within this term, the public company - party to the agreement, declares it for registration in the register under Art. 30, para. 1, item 3 of the Law on the Commission for Financial Supervision. (3) Termination and rescission of the joint venture agreement have effect for the future. In these cases, para. 1 applies respectively. (4) Subsequent amendments to the joint venture agreement are carried out with due observance of the provisions of this chapter.

Art. 126f. (New - State Gazette, No. 61 of 2002; am., No. 95 of 2017, effective from 01.01.2018) (1) (Am. - State Gazette, No. 39 of 2005; am., No. 95 of 2017, effective from 01.01.2018) Any shareholder in a public company - party to the joint venture agreement, has the right to request the company to purchase all or part of his shares at the price indicated in the report of the management body of that company approved by the Commission, if he voted against the decision of the general meeting for approval of the agreement or its subsequent amendment. In this case, Art. 111, para. 5 does not apply. (2) The contract may provide that the persons under para. 1 instead of purchase by the public company, request that all or part of their shares in the public company be replaced with shares in the company - counterparty to the agreement. In this case, the report of the management body under Art. 126c must contain data on the rights of the shares of the controlling company and justification, based on generally accepted economic methods, of the fair value of the shares of the controlling company and their exchange ratio with shares of the public company. (3) The persons under para. 1 should submit to the respective public company a request for purchase or for exchange of shares within 30 days from the date of the general meeting. (4) Within 30 days after the expiry of the term under para. 3, but not before the entry into force of the joint venture agreement, the public company is obliged to purchase the shares of the shareholders who submitted the request.

Art. 126g. (New - State Gazette, No. 61 of 2002) (1) Persons who manage the joint venture are obliged to act in the interest of the parties to the agreement and their shareholders. Art. 116b applies respectively.
(2) The persons under para. 1 are jointly and severally liable for damages caused to each of the companies - parties to the joint venture agreement due to non-performance of their obligations in the management of the joint venture.
(3) A person who, by means of his influence over a person managing the joint venture, induced him to act or refrain from acting not in the interest of the parties to the agreement, is jointly and severally liable for the damages caused.
(4) Persons holding together or separately at least 5 percent of the capital of a public company - party to a joint venture agreement, may file a claim with the district court at the seat of the public company for compensation of damages caused to the public company by actions or inactions of the persons under para. 2.

Art. 126h. (New - State Gazette, No. 61 of 2002) (1) For joint venture agreements with an international element, the provisions of this section and the mandatory provisions of Bulgarian law apply.
(2) Parties to the agreement - foreign persons, as well as foreign persons who manage the joint venture, are obliged to indicate a representative in the country and an address.

Chapter Nine
CENTRAL REGISTER OF SECURITIES. "CENTRAL DEPOSITORY" - AD (Title am. - State Gazette, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020)

Art. 127. (Am. - State Gazette, No. 52 of 2007, effective from 01.11.2007; am., No. 57 of 2011; am., No. 103 of 2012; am. entirely, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; am., No. 64 of 2020, effective from 21.08.2020; Supp., No. 65 of 2023) (1) (Am. - State Gazette, No. 64 of 2020, effective from 21.08.2020) The issuance and disposal of dematerialized share securities issued by companies with seat in the Republic of Bulgaria, as well as dematerialized non-share securities and shares of collective investment undertakings issued in accordance with the legislation of the Republic of Bulgaria, have effect from their registration in the central register of securities. (2) (Am. - State Gazette, No. 64 of 2020, effective from 21.08.2020) When the financial instruments under para. 1 are registered at the

central securities depository, other than “Central Depository” - JSC, the central securities depository ensures the provision of “Central Depository” - JSC, in connection with the central registry of securities maintained by it, of the information necessary for their registration by the end of the working day of the completion of the settlement of the transaction with financial instruments or the corresponding entry into the accounts at the central securities depository. (3) (New - SG, No. 65 of 2023) Paragraphs 1 and 2 do not apply to financial instruments based on distributed ledger technology when market infrastructures based on distributed ledger technology, determined in accordance with Art. 2, item 5 of Regulation (EU) 2022/858, is granted an exemption under Art. 5 and 6 of the same regulation. (4) (New - SG, No. 65 of 2023) Paragraphs 1 and 2 apply to the financial instruments referred to in para. 3 upon activation of the transition strategy of a market infrastructure based on distributed ledger technology, in the cases under Art. 7, paragraph 7 of Regulation (EU) 2022/858. Art. 127a. (New - SG, No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) (1) “Central Depository” - JSC is a joint stock company with a one-tier management system that manages a settlement system for securities, specified in section “A”, point 3 of the Appendix to Regulation (EU) No. 909/2014, and provides at least one more of the basic services, specified in section “A” of the Appendix to Regulation (EU) No. 909/2014. (2) “Central Depository” - JSC carries out the activities under para. 1 after receiving a license from the Commission for Financial Supervision under the conditions and procedure of Regulation (EU) No. 909/2014. (3) “Central Depository” - JSC maintains the central registry of securities. (4) To the activities of “Central Depository” - JSC as a central securities depository, the requirements for central securities depositaries under Regulation (EU) No. 909/2014, the Law on Markets in Financial Instruments and this law, as well as the implementing acts are applied. (5) “Central Depository” - JSC cannot carry out commercial transactions, unless this is necessary for the implementation of the activities under para. 1 and 3. (6) “Central Depository” - JSC cannot:

grant loans or secure claims of third parties;
issue bonds;
obtain loans under terms less favorable than market terms
for the country.
(7) “Central Depository” - JSC forms a “Reserve” fund in accordance with Art.
246 of the Commerce Act and creates and maintains a guarantee fund and mechanism for ensuring the settlement of financial instruments in accordance with Art. 132.
(8) “Central Depository” - JSC must have qualified personnel, material, technical and software support necessary for effective and secure performance of the activities under para. 1.
(9) An arbitration court is established for “Central Depository” - JSC. The General Meeting of “Central Depository” - JSC adopts the regulations of the arbitration court and elects its chairman and deputy chairman.

(10) “Central Depository” - JSC cannot be terminated by decision of the general meeting. For “Central Depository” - JSC, no insolvency proceedings are opened.
Art. 128.(Amended and supplemented - SG, No. 86 of 2006 effective from 01.01.2007; am. and sup., No. 57 of 2011; am., No. 83 of 2019, effective from 24.04.2020; am., No.
102 of 2019; entering into force from No. 83 of 2019 amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) (1) “Central Depository” - JSC issues only registered shares with the right to one vote. “Central Depository” - JSC cannot issue preferred shares. (2) (Am. - SG, No. 39 of 2005, am. - SG, No. 86 of 2006 effective from 01.01.2007; am. entirely, No. 57 of 2011; am., No. 102 of 2019.) Shareholders of “Central Depository” - JSC can be the Ministry of Finance, the Bulgarian National Bank, banks, investment intermediaries regulated markets, respectively market operators, central securities depositories and clearing institutions. (3) (New - SG, No. 57 of 2011) Up to 10 percent of the capital of “Central Depository” - JSC may be owned by shareholders outside the persons under para. 2. (4) (Am. - SG, No. 39 of 2005, sup. - SG, No. 86 of 2006 effective from 01.01.2007; previous para. 3, No. 57 of 2011; am., No. 102 of 2019.) A shareholder in “Central Depository” - JSC cannot own directly or through related persons more than 5 percent of its shares. This restriction does not apply to the participation of the Ministry of Finance, the Bulgarian National Bank regulated markets, respectively market operators, central securities depositories and clearing institutions. Art. 129.(Am. and sup. - SG, No. 86 of 2006; am. and sup., No. 57 of 2011; sup., No. 103 of 2012; am., No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; am., No. 99 of 2025.) (1) (New - SG, No. 86 of 2006 in force from 01.01.2007; am. entirely, No. 57 of 2011; am., No. 83 of 2019, in force from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; am., No. 99 of 2025.) Members of the board of directors of “Central Depository” JSC meet at all times the requirements of Art. 27 of Regulation (EU) No. 909/2014 and are subject to approval by the Commission in accordance with the procedure and conditions of Art. 227z 2 of the Law on Markets in Financial Instruments. Persons who are authorized to represent and manage “Central Depository” JSC must have permanent and current address or residence address in the Republic of Bulgaria. (2) (New - SG, No. 57 of 2011; repealed, No. 99 of 2025). (3) (New - SG, No. 57 of 2011; am., No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, in force from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) The requirements of para. 1 also apply to natural persons who represent legal entities - members of the council of directors of “Central Depository” - JSC, as well as for other
persons, authorized to manage and represent “Central Depository” - JSC.

(4) (Previous para. 2, sup. - SG, No. 39 of 2005; previous para. 1 am., No.
86 of 2006, effective from 28.10.2006; previous para. 2, No. 57 of 2011; am., No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) The Board of Directors of “Central Depository” - JSC:
1. (sup. - SG, No. 103 of 2012; am., No. 83 of 2019, effective from 24.04.2020
; entering into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, in force from 18.07.2020.) adopts the regulations of “Central Depository” - JSC;
2. (am. - SG, No. 83 of 2019, effective from 24.04.2020; entering into force
amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) adopts rules for the central registry of securities;
3. (repealed - SG, No. 83 of 2019, effective from 24.04.2020; entering into force
amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020);
4. (am. - SG, No. 83 of 2019, effective from 24.04.2020; entering into force
amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) imposes sanctions on participants under conditions and procedure provided for in the ordinance under Art.
140 ;
5. exercises all other rights granted to it under
law, the ordinance under Art. 140 , the charter and regulations;
6. adopts decisions and issues orders in connection with the exercise of
its rights.
(5) (Previous para. 1, am. - SG, No. 39 of 2005; previous para. 2, am., No.
86 of 2006, effective from 28.10.2006; previous para. 3, No. 57 of 2011; am., No. 99 of 2025.) Representatives of the Commission may also attend the meetings of the board of directors.
Art. 130. (Am. and sup. - SG, No. 57 of 2011; sup., No. 95 of 2017, effective from 01.01.2018; am., No. 15 of 2018, effective from 16.02.2018; am. and sup., No.
83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020 g., No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) (1) (Previous text of Art. 130, am. - SG, No. 57 of 2011; am. and sup., No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, in force from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) The regulations of “Central Depository” - JSC contain at least:
1. (repealed - SG, No. 83 of 2019, effective from 24.04.2020; entering into force
amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020);
2. (am. - SG, No. 83 of 2019, effective from 24.04.2020; entering into force
amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) the conditions and procedure for carrying out the activities and services under Regulation (EU) No. 909/2014 and the implementing acts thereof ;

3. (am. - SG, No. 83 of 2019, effective from 24.04.2020; entering into force
amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) the operational rules of the system with finality of settlement, on which “Central Depository” - JSC is the system operator;
4. (repealed - SG, No. 83 of 2019, effective from 24.04.2020; entering into force
amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020);
5. (repealed - SG, No. 83 of 2019, effective from 24.04.2020; entering into force
amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020);
6. (am. - SG, No. 57 of 2011; am., No. 83 of 2019, effective from 24.04.2020
g.; entering into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, in force from 18.07.2020.) the procedure and manner of creation and functioning of a guarantee fund for compensation of damages arising during the implementation of the activities of “Central Depository” - JSC;
7. (new - SG, No. 83 of 2019, effective from 24.04.2020; entering into force
amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) procedure and manner of creation and functioning of a mechanism for ensuring the settlement of financial instruments.
(2) (New - SG, No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.)
The rules of the central registry of securities regulate the registration, maintenance, storage and access to the registry, and are an integral part of the regulations under para. 1.
(3) (New - SG, No. 57 of 2011; sup., No. 95 of 2017, effective from 01.01.2018; am., No. 15 of 2018, effective from 16.02.2018; previous para. 2, am., No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) Amendments and additions to the regulations under para. 1, respectively to the rules under para. 2 can be made only after prior approval by the Commission upon proposal by the deputy chairman. Article 167, para. 4 and 5 of the Law on Markets in Financial Instruments applies accordingly. Art. 131. (Am. - SG, No. 52 of 2007, effective from 01.11.2007; am. entirely, No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) (1) Every investor has the right to access the central registry of securities only regarding information related to the financial instruments owned by him, as well as information related to transactions with financial instruments, in which he is a party.” (2) Access under para. 1 is carried out directly via electronic means or through:
1. investment intermediaries;

2. banks - investment intermediaries;
3. management companies;
4. central securities depositories and clearing institutions.
(3) Information about central securities depositories is entered into the central registry of securities, at which the respective issuances of book-entry securities are registered.
(4) “Central Depository” - JSC collects fees for the services it provides in connection with the maintenance of the central registry of securities. The fees under sentence one are non-discriminatory and proportional to the actual costs incurred for the provision of the services and are disclosed on the website of “Central Depository” - JSC. Art. 131a. (New - SG, No. 26 of 2020, effective from 03.09.2020.) (1) The central securities depository, at which the respective issuances of securities are registered, and other intermediaries disclose on their websites all applicable fees in connection with the services for identification of shareholders, transmission of information and facilitation exercise of shareholders' rights, provided in accordance with Chapter Eight, Section I, separately for each service. (2) The fees under para. 1 are non-discriminatory and proportional to actual costs incurred for providing the services. Fees at the exercise of shareholders' rights at national and cross-border level may differ, if this is due to a difference in actual costs incurred in providing the services. Art. 132. (Am. - SG, No. 39 of 2005; am. and sup., No. 57 of 2011; am., No. 103 of 2012; am. entirely, No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, in force from 18.07.2020.) (1) “Central Depository” - JSC creates a guarantee fund for compensation of damages arising during the implementation of its activities, and a mechanism for ensuring the settlement of financial instruments, which includes a fund for ensuring the settlement of financial instruments. (2) The persons under Art. 131, para. 2 are obliged to pay an initial and annual monetary contribution to the guarantee fund for compensation of damages arising during the implementation of the activities of “Central Depository” - JSC, in the amount, determined in the regulations under Art. 130, para. 1. Other sources for raising funds in the fund are deductions from the revenues from the activities of the company under the conditions and procedure determined by the regulations of “Central Depository”

JSC, loans, donations, foreign aid and others.
(3) Participants in the settlement system of “Central Depository” - JSC, are obliged to pay an initial and monthly monetary contribution to the fund for ensuring the settlement of financial instruments in the amount determined in the regulations under Art. 130, para. 1.
Art. 133. (Am. - SG, No. 52 of 2007, effective from 01.11.2007; am., No. 109 of 2007, effective from 01.01.2008; No. 69 of 2008; am., No. 103 of 2012; sup., No. 62 of 2016, effective from 09.08.2016; am., No. 15 of 2018, effective from 16.02.2018; am., No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) (1)

(Am. - SG, No. 39 of 2005; am., No. 103 of 2012; repealed, No. 83 of 2019, in force from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No.
64 of 2020, effective from 18.07.2020).
(2) (Am. - SG, No. 103 of 2012; am., No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, in force from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) Members of the board of directors of “Central Depository” - JSC, its employees and all other persons, working for “Central Depository” - JSC, cannot disclose, unless they are authorized for this, and use for the benefit of themselves or other persons facts and circumstances affecting the balances and operations on the accounts for financial instruments, maintained by “Central Depository” - JSC, which they learned in the performance of their official and professional duties. (3) (Am. - SG, No. 103 of 2012; am., No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, in force from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) The persons under para. 2 upon assuming office or starting activities in “Central Depository” - JSC sign a declaration for compliance with the secrecy under para. 2. (4) The provision of para. 2 also applies to cases when the mentioned persons are not in service or their activities have been suspended. (5) (Am. - SG, No. 39 of 2005, am., No. 52 of 2007, effective from 01.11.2007 g.; am., No. 109 of 2007, effective from 01.01.2008 ; am., No. 103 of 2012; am. and sup., No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) Except to the Commission, respectively the deputy chairman, for the purposes of their supervisory activities “Central Depository” - JSC may provide information from the central registry of securities on the balances and operations on the accounts for financial instruments, maintained by it, only:

(am. - SG, No. 83 of 2019, effective from 24.04.2020; entering into force
amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) with consent of the holders of financial instruments and of the persons under Art. 131, para. 2;
(am. - SG, No. 52 of 2007, effective from 01.11.2007; am., No. 15 of 2018
g., effective from 16.02.2018.) by court decision, issued under the conditions and procedure of Art. 91, para. 2 and 3 of the Law on Markets in Financial Instruments.
(new - SG, No. 52 of 2007, effective from 03.07.2007; am., No. 109 of
2007, effective from 01.01.2008; No. 69 of 2008; am., No. 93 of 2009, effective from 25.12.2009.) upon written request of the director of the National Investigative Service, of the chairman of the State Agency "National Security" or of the chief secretary of the Ministry of Internal Affairs regarding companies with over 50 percent state and/or municipal participation;
(new - SG, No. 52 of 2007, effective from 03.07.2007.) upon request of
the Chief Prosecutor or his authorized deputy in the presence of data on organized criminal activity or money laundering.
(new - SG, No. 62 of 2016, effective from 09.08.2016.) upon request of
the chief inspector or inspector from the Inspectorate to the Higher Judicial Council.
Art. 134. (Am. - SG, No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) (1) (Am. - SG, No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, in force from 18.07.2020.) “Central Depository” - JSC maintains an indefinite archive of all data from the central registry of securities, including for incorrect and corrected entries. The archive under sentence one includes the electronic database of the central registry of securities and documents on the basis of which the respective entries were made. (2) (Am. - SG, No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) “Central Depository” - JSC maintains at the Bulgarian National Bank a duplicate of the database storing all information under para. 1. (3) (Am. - SG, No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) In the ordinance under Art. 140 measures are defined to prevent loss of information from the central registry of securities and suspension of its operation in case of accident, natural disaster and other similar events. Art. 135. (Am. - SG, No. 8 of 2003, am. and sup., No. 39 of 2005; am., No. 103 of 2012; am., No. 95 of 2017, effective from 01.01.2018; am., No. 15 of 2018, effective from 16.02.2018; am. entirely, No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, in force from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) Persons under Art. 127, para. 1 with an issuance of book-entry financial instruments are obliged to register and deregister book-entry financial instruments in the central registry of securities under procedure determined in the ordinance under Art. 140. Art. 136. (Am. - SG, No. 52 of 2007, effective from 01.11.2007; am. and sup., No. 103 of 2012; am., No. 15 of 2018, effective from 16.02.2018; am. entirely, No. 83 of 2019, effective from 24.04.2020; entering into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entering into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; sup., No. 64 of 2020, effective from 21.08.2020.) (1) “Central Depository” - JSC enters into the central registry of securities the names of holders of book-entry financial instruments under Art. 127, as well as the names of foreign persons under Art. 133 of the Law on Markets in Financial Instruments, who hold on their behalf in a common
account book-entry financial instruments of other persons. (2) (Sup. - SG, No. 64 of 2020, effective from 21.08.2020.) “Central Depository” - JSC keeps the books of holders of book-entry securities under

Art. 127, para. 1, as the procedure for keeping them is determined by the rules under Art. 129, para. 4, item 2. "Central Depository" - AD may also keep and maintain other types of registers and accounts, if this is provided for in its rules, in compliance with requirements determined by the regulation under Art. 140.

(3) The registered dematerialized financial instruments in the central securities register are considered financial instruments of their holders vis-à-vis the creditors of "Central Depository" - AD, the persons under Art. 131, para. 2, and all other third parties.

Art. 136a. (New - State Gazette, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) The distribution of interest, dividends, the sending of notices and other actions regarding the administration of financial instruments, as well as the respective responsibilities of public companies and other issuers, the central securities register, the central securities depositories and the persons under Art. 131, para. 2, are determined by the regulation under Art. 140.

Art. 137. (Am. - State Gazette, No. 103 of 2012; am., No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; am., No. 54 of 2025.) (1) (Am. - State Gazette, No. 103 of 2012; am., No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) The issuance and disposal of dematerialized financial instruments is certified by a registration certificate. The conditions and procedure for the issuance of the registration certificate for financial instruments or for the person registered in the central securities register who holds dematerialized financial instruments of other persons in their own name in a general account are determined in the regulation under Art. 140.

(2) (Am. - State Gazette, No. 103 of 2012; am., No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) A registration certificate for financial instruments is issued to the persons under Art. 127, para. 1 or to the persons under Art. 131, para. 2, items 1 and 2, for whom or through whom the registration under Art. 127, para. 1 was carried out. "Central Depository" - AD may not refuse its clients the service under the first sentence.

(3) (Am. - State Gazette, No. 103 of 2012; am., No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; repealed, No. 54 of 2025.) .

Art. 138. (Am. - State Gazette, No. 103 of 2012; supp., No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) (1) (Am. - State Gazette, No. 103 of 2012; supp., No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) The acquisition of securities and other financial instruments on a regulated market by a bona fide person is valid, regardless of whether the transferor is their owner.

(2) (Am. - State Gazette, No. 103 of 2012; am., No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) Transactions with financial instruments concluded and accepted for registration are registered by "Central Depository" - AD in the central securities register in accordance with the rules under Art. 129, para. 4, item 2, regardless of challenges and claims filed. Exceptions are permitted in the cases provided for in the regulation under Art. 140. Compensation for damages is regulated in accordance with commercial and civil legislation.

(3) (Am. - State Gazette, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) The procedure for correcting incorrect entries in the central securities register is determined in the rules under Art. 129, para. 4, item 2.

Art. 139. (Am. - State Gazette, No. 39 of 2005; am., No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; am., No. 64 of 2020, effective from 21.08.2020.) (1) (Am. - State Gazette, No. 39 of 2005; am., No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) The Commission and the Deputy Chairman exercise control over the activities of "Central Depository" - AD regarding the maintenance and keeping of the central securities register.

(2) (Am. - State Gazette, No. 39 of 2005; am. and supp., No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; am., No. 64 of 2020, effective from 21.08.2020.) "Central Depository" - AD annually by 31 March submits to the Commission reporting information for the previous year in accordance with Delegated Regulation (EU) 2017/392 of the Commission of 11 November 2016 supplementing Regulation (EU) No 909/2014 of the European Parliament and of the Council as regards regulatory technical standards on licensing, supervision and operational requirements for central securities depositories (OJ, L 65/48 of 10 March 2017).

(3) (Am. - State Gazette, No. 39 of 2005; repealed, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.).

(4) (Am. - State Gazette, No. 39 of 2005; am., No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) "Central Depository" - AD is obliged upon request to submit to the Commission and to the Deputy Chairman any other information and documents related to its activities.

(5) (Am. - State Gazette, No. 39 of 2005; repealed, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.).

Art. 140. (Am. - State Gazette, No. 61 of 2002, No. 67 of 2003, No. 39 of 2005.) The Commission issues a regulation for the implementation of this Chapter.

Chapter Ten
(Repealed - State Gazette, No. 64 of 2020, effective from 21.08.2020.)
PUBLIC OFFERING IN THE REPUBLIC OF BULGARIA OF SECURITIES ISSUED BY FOREIGN PERSONS. PUBLIC OFFERING ABROAD OF SECURITIES ISSUED BY LOCAL PERSONS

Art. 141. (Am. - State Gazette, No. 37 of 2004, am. - State Gazette, No. 86 of 2006 effective from 01.01.2007; am., No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; repealed, No. 64 of 2020, effective from 21.08.2020.).

Art. 142. (Am. - State Gazette, No. 39 of 2005, am. - State Gazette, No. 86 of 2006 effective from 01.01.2007; repealed, No. 64 of 2020, effective from 21.08.2020.).

Art. 143. (Am. - State Gazette, No. 37 of 2004; repealed, No. 64 of 2020, effective from 21.08.2020.).

Art. 144. (Am. - State Gazette, No. 52 of 2007, effective from 01.11.2007; repealed, No. 64 of 2020, effective from 21.08.2020.).

Chapter Eleven
DISCLOSURE OF SHAREHOLDING AND TRADING OFFERING OF SECURITIES (Am. and supp. - State Gazette, No. 52 of 2007, effective from 03.07.2007.)
Section I
Disclosure of Shareholding

Art. 145. (Supp. - State Gazette, No. 61 of 2002; am., No. 39 of 2005; No. 86 of 2006 effective from 01.01.2007; am. in full, No. 52 of 2007, effective from 03.07.2007; am. and supp., No. 42 of 2016; supp., No. 62 of 2017; am., No. 15 of 2018, effective from 16.02.2018; am., No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; supp., No. 64 of 2020, effective from 21.08.2020; am., No. 25 of 2022, effective from 29.03.2022.) (1) Every shareholder who acquires or transfers directly and/or under Art. 146 the right to vote in the general meeting of a public company is obliged to notify the Commission and the public company when:

as a result of the acquisition or transfer, their right to vote reaches, exceeds or falls below 5 percent or a number, multiple of 5 percent, of the number of votes in the general meeting of the company;
their right to vote exceeds, reaches or falls below the thresholds under item 1 as a result of events that lead to changes in the total number of voting rights based on the information disclosed under Art. 112d.

(2) Voting rights are calculated based on the total number of shares with voting rights, regardless of whether a restriction has been imposed on the exercise of the right to vote. The calculation is carried out for each separate class of shares.

(3) (Am. - State Gazette, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) When the reaching or crossing of the thresholds under para. 1 is the result of direct acquisition or transfer of shares with voting rights, the obligation under para. 1 also arises for the central securities register. The form, content and procedure for carrying out the notification are determined by regulation.

(4) Paragraph 1 does not apply to voting rights related to:

shares acquired solely for the purpose of carrying out clearing and settlement within the normal settlement cycle, which cannot be longer than three working days from the conclusion of the transaction;
shares held by trustees in that capacity and provided that they can exercise the voting rights related to the shares only by instruction of the client, given in written or electronic form.

(5) (Supp. - State Gazette, No. 42 of 2016.) No notification is required from a market maker acting in that capacity, whose right to vote reaches, exceeds or falls below 5 percent of the number of votes in the general meeting of the company, provided that:

(am. - State Gazette, No. 42 of 2016; am., No. 15 of 2018, effective from 16.02.2018) has obtained a license to carry out activities as an investment intermediary in accordance with the Law on Markets in Financial Instruments, the applicable law of another Member State and possesses initial capital under Art. 10, para. 1 of the Law on Markets in Financial Instruments;
does not participate in the management of the company and does not exercise influence on the company for the purchase of shares or maintaining their prices.

(6) (New - State Gazette, No. 42 of 2016; am., No. 25 of 2022, effective from 29.03.2022.) Paragraph 1 does not apply to voting rights or voting rights related to shares held in the trading portfolio within the meaning of Art. 102 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and for amending Regulation (EU) No 648/2012 (OJ, L 176/1 of 27 June 2013), of a credit institution or investment intermediary, provided that:

the voting rights held in the trading portfolio do not exceed 5 percent of the number of votes in the general meeting of the company, and
the voting rights related to shares held in the trading portfolio are not exercised or used in any other way to interfere in the management of the company.

(7) (New - State Gazette, No. 42 of 2016.) Paragraph 1 does not apply to voting rights related to shares acquired for the purposes of stabilization in accordance with Commission Regulation (EC) No 2273/2003 of 22 December 2003 implementing Directive 2003/6/EC of the European Parliament and of the Council as regards exemptions relating to buy-back programmes and stabilisation of financial instruments, provided that the voting rights related to these shares are not exercised or used in any other way to interfere in the management of the company.

(8) (New - State Gazette, No. 62 of 2017; supp., No. 64 of 2020, effective from 21.08.2020.) Paragraph 1 does not apply to the parties to repo transactions for the respective volumes, registered in the corresponding register for repo transactions, in cases where there is no transfer of voting rights.

Art. 146. (Am. - State Gazette, No. 86 of 2006 effective from 01.01.2007; am, No. 52 of 2007, effective from 03.07.2007; am., No. 77 of 2011; am., No. 103 of 2012; am., No. 109 of 2013, effective from 20.12.2013; am., No. 42 of 2016; am., No. 15 of 2018, effective from 16.02.2018.) (1) The obligation under Art. 145, para. 1 also applies to any person who has the right to acquire, transfer or exercise voting rights in the general meeting of a public company in one or more of the following cases:

voting rights owned by a third party with whom the person has concluded an agreement to follow a permanent common policy in the management of the company through joint exercise of the voting rights owned by them;
voting rights owned by a third party with whom the person has concluded an agreement providing for the temporary transfer of voting rights;
voting rights related to shares provided as collateral to the person, provided that they can control the voting rights and have explicitly declared their intention to exercise them;
voting rights related to shares provided for use by the person;
voting rights that are owned or can be exercised under items 1-4 by a company over which the person exercises control;
voting rights related to shares deposited with the person, which it can exercise at its own discretion without special instructions from shareholders;
voting rights owned by third parties on their behalf, but for the account of the person;
(am., No. 103 of 2012) voting rights that the person can exercise in its capacity as a representative, when it can exercise them at its own discretion, without special instructions from shareholders.

(2) (Am. - State Gazette, No. 77 of 2011; am., No. 109 of 2013, effective from 20.12.2013.) To the voting rights of the parent company of a management company, the voting rights of the management company related to shares included in a portfolio managed by it under Art. 86, para. 2, item 2 of the Law on the Activity of Collective Investment Schemes and Other Collective Investment Undertakings are not added, provided that the management company exercises voting rights independently from the parent company.

(3) (Am. - State Gazette, No. 42 of 2016; am., No. 15 of 2018, effective from 16.02.2018.) To the voting rights of the parent company of an investment intermediary, which has obtained a license to carry out activities in accordance with the Law on Markets in Financial Instruments or the applicable law of another Member State, the voting rights of the investment intermediary related to shares included in a portfolio which it manages under § 1, item 8 of the additional provisions of the Law on Markets in Financial Instruments are not added, provided that:

(am. - State Gazette, No. 42 of 2016; am., No. 15 of 2018, effective from 16.02.2018) the investment intermediary has the right to carry out portfolio management under Art. 6, para. 2, item 4 of the Law on Markets in Financial Instruments;
(am. - State Gazette, No. 77 of 2011; am., No. 42 of 2016) the investment intermediary can exercise voting rights on shares only by instruction given in written form or electronically, or guarantees that the management of the portfolio is carried out independently from other services and under conditions equivalent to the conditions under Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (OJ, L 302/32 of 17 November 2009), hereinafter referred to as "Directive 2009/65/EC" through the implementation of appropriate measures;
the investment intermediary exercises its voting rights independently from the parent company.

(4) (Am. - State Gazette, No. 42 of 2016.) Paragraphs 2 and 3 do not apply in cases where the parent company or another company controlled by the parent company has invested in shares with voting rights included in a portfolio managed by the management company, respectively by the investment intermediary and the management company, respectively the investment intermediary, has no right to exercise voting rights at its own discretion, but can exercise them only in accordance with direct or indirect instructions given to it by the parent company or by another company controlled by the parent company.

(5) (Am. - State Gazette, No. 77 of 2011.) Paragraphs 2-4 also apply to companies whose seat is in a third country, for which a license would be required under Art. 6 of Directive 2009/65/EC or for portfolio management under item 4 of Section "A" of Annex I to Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments, amending Directives 85/611/EEC and 93/6/EEC of the Council and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC, if they had their seat in a Member State, or in the case of an investment intermediary - if its head office were located in a Member State, provided that they comply with equivalent requirements for the independent exercise of voting rights or in the management of a portfolio as a management company, respectively investment intermediary. The conditions under which the requirements are considered equivalent are determined by regulation.

Art. 147. (Am. - State Gazette, No. 52 of 2007, effective from 03.07.2007.) The requirements under Art. 145 and Art. 146, para. 1, item 3 do not apply to shares provided to or from the European Central Bank, the Bulgarian National Bank or the central banks of other Member States in the performance of their functions in carrying out monetary policy, including for shares provided to or from them as collateral, in repo transactions or similar agreements to secure liquidity for the purposes of monetary policy or within a payment system, if the transactions are concluded for a short period of time and the voting rights related to the shares are not exercised.

Art. 148. (Am. - State Gazette, No. 52 of 2007, effective from 03.07.2007; am., No. 99 of 2025; supp., No. 25 of 2026.) (1) The notification under Art. 145, para. 1 and Art. 146, para. 1 must contain at least:

the number of votes as a result of the change;
the controlled persons through whom the person exercises voting rights, if applicable;
the date on which the person's voting rights reached, exceeded or fell below the thresholds under Art. 145, para. 1;
data on the shareholder, regardless of whether they have the right to exercise voting rights under Art. 146, para. 1, and on the persons who have the right to exercise the voting right on behalf of the shareholder.

(2) (Repealed - State Gazette, No. 99 of 2025; new, No. 25 of 2026.) The notification is drawn up in Bulgarian or in a language customary in the field of international finance. The public company is not obliged to provide a translation of the notification into the language accepted by the Commission or other competent authorities.

(3) The obligation to notify under Art. 145, para. 1 and Art. 146, para. 1 is fulfilled immediately, but no later than 4 working days from the day following the day on which the shareholder or the person under Art. 146, para. 1:

learns of the acquisition, transfer or the possibility to exercise voting rights under Art. 146, or on which, in accordance with the specific circumstances, they were obliged to learn, regardless of the date on which the acquisition, transfer or the possibility to exercise voting rights occurred;
is notified of the occurrence of the events under Art. 145, para. 1, item 2.

(4) The obligation to notify under Art. 145, para. 3 is fulfilled no later than the end of the day following the acquisition or transfer of the shares.

(5) The requirement under para. 1 does not apply to the person for whom the notification obligation is fulfilled by its parent company, and when the parent company itself is a controlled company - from its parent company.

(6) A declaration on the existence of the circumstances under Art. 145 and/or Art. 146 is attached to the notification.

(7) The form and procedure for carrying out the notification, as well as additional requirements for its content, the cases in which it is considered that the person was obliged to learn of the acquisition and transfer, the conditions under which it is considered that the exercise of voting rights, respectively the management of the portfolio, by the management company and the investment intermediary are independent, as well as measures for exercising control regarding compliance with the conditions for exemption from the notification obligations under this section, are determined by regulation.

Art. 148a. (New. - State Gazette, No. 52 of 2007, effective from 03.07.2007; am. and supp., No. 42 of 2016; supp., No. 95 of 2017, effective from 01.01.2018.) (1) (Am. - State Gazette, No. 42 of 2016.) The obligation to notify under Art. 145, para. 1 also applies to persons who directly or indirectly own:

financial instruments which, according to a written contract, give the persons who own them on the maturity date, an unconditional right to acquire shares or an option regarding their right to acquire shares with voting rights, which are issued by the company, whose shares are admitted to trading on a regulated market;
financial instruments which are not included in item 1, but are related to the shares mentioned in item 1 and have an economic effect similar to the effect of the financial instruments mentioned in item 1, regardless of whether they provide a right for settlement through delivery of the underlying securities.

(2) (New - State Gazette, No. 42 of 2016) The notification under para. 1 includes a breakdown by type of financial instruments under para. 1, distinguishing between financial instruments entitling the holder to settlement through delivery of the underlying securities and financial instruments entitling the holder to cash settlement.

(3) (New - State Gazette, No. 42 of 2016) Voting rights are calculated based on the nominal value of the underlying shares of the financial instrument, unless the financial instrument guarantees only cash settlement, in which case voting rights are calculated based on a value adjusted by the "delta" coefficient, by multiplying the nominal value of the underlying shares by the "delta" coefficient of the instrument. For the purposes of the notification under para. 1, persons holding financial instruments aggregate all financial instruments related to the same company that issued the underlying shares. When calculating voting rights, only long positions are taken into account. Long positions are not netted against short positions related to the same company that issued the underlying shares.

(4) (New - State Gazette, No. 42 of 2016) For financial instruments within the meaning of para. 1, the following are considered if they meet any of the conditions:

securities;
options;
futures;
swaps;
forward interest rate agreements;
contracts for difference;
other contracts or agreements with a similar economic effect, for which settlement may be made through delivery of the underlying securities or cash settlement;
(suppl. - State Gazette, No. 95 of 2017, effective from 01.01.2018) other instruments determined by a decision of the Commission upon the proposal of the Vice-Chairman.

(5) (New - State Gazette, No. 42 of 2016) The requirements of paras. 1 - 4 do not apply in the cases under Art. 145, paras. 4 - 6 and under Art. 146, paras. 2 - 4.

(6) (Former para. 2, amended - State Gazette, No. 42 of 2016) The procedure for making the notification, the nature of the contract, the content, the time limit and the form of the notification, as well as other requirements related to the making of the notification, are determined by a regulation.

Art. 148b. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007) The public company is obliged to disclose to the public in accordance with Art. 100t the information provided with the notifications of the persons under Art. 145 and 146 within three working days from the notification thereof.

Art. 148c. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; suppl., No. 103 of 2012; amended, No. 42 of 2016; amended and suppl., No. 95 of 2017, effective from 01.01.2018; amended, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020) (1) (Amended - State Gazette, No. 95 of 2017, effective from 01.01.2018) To ensure compliance with the provisions of this section, in addition to the powers provided in other parts of the law and the implementing acts, the Commission, respectively the Vice-Chairman, may:

(amended - State Gazette, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020) require the public company, "Central Depository" - AD, the central securities depository where the company's securities are registered, the shareholders, the persons holding other financial instruments, and the persons under Art. 146 and 148a to provide specific information and documents;
require the public company to disclose the information under item 1 publicly in a manner and within a time limit determined by it;
publish the information under item 1 on its own initiative in cases where the public company has not fulfilled its obligation under item 2, and after submission of an explanation by the company;
(amended - State Gazette, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020) require "Central Depository" - AD, the central securities depository where the company's securities are registered, the shareholders and the persons holding other financial instruments, as well as the persons under Art. 146 and 148a to provide the information under this section, and when necessary, additional information and documents;
(repealed - State Gazette, No. 42 of 2016).

(2) (Suppl. - State Gazette, No. 103 of 2012) The Commission may disclose any applied compulsory administrative measure and imposed penalty for violation of the provisions of this section and the implementing acts, unless this would seriously endanger the stability of financial markets or cause excessive harm to the persons to whom this information relates.

(3) (New - State Gazette, No. 95 of 2017, effective from 01.01.2018) The powers under para. 1, items 1 and 4 are exercised by the Vice-Chairman, and under para. 1, items 2 and 3 - by the Commission upon the proposal of the Vice-Chairman.

Art. 148d. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; amended, No. 21 of 2012; amended, No. 42 of 2016; amended and suppl., No. 64 of 2020, effective from 21.08.2020) (1) The Commission cooperates and exchanges information with the relevant competent authorities of other Member States when this is necessary for the exercise of its powers under this section, and provides assistance for the exercise of their functions.

(2) (New - State Gazette, No. 21 of 2012) When a request of the Commission for cooperation under para. 1 is rejected or when no timely action is taken in response to such a request, the Commission may notify ESMA to ensure assistance in accordance with Regulation (EU) No 1095/2010.

(3) (Former para. 2, amended and suppl. - State Gazette, No. 21 of 2012; amended, No. 42 of 2016; amended and suppl., No. 64 of 2020, effective from 21.08.2020) When the Republic of Bulgaria is a host State within the meaning of Art. 100k, para. 2, item 2 and the Commission establishes that a public company, shareholder, holder of other financial instruments or the person under Art. 146 is violating the law and the implementing acts, it notifies the competent authority of the home Member State within the meaning of Art. 100k, para. 2, item 1 and ESMA thereof.

(4) (Former para. 3, amended and suppl. - State Gazette, No. 21 of 2012; amended, No. 42 of 2016; amended and suppl., No. 64 of 2020, effective from 21.08.2020) If despite the measures applied by the competent authority of the home Member State within the meaning of Art. 100k, para. 2, item 1 or because those measures have proven inadequate, the public company, shareholder, holder of other financial instruments or the person under Art. 146 continues to commit violations of this law and the implementing acts, the Commission may, after notifying the competent authority of the home Member State within the meaning of Art. 100k, para. 2, item 1, take the necessary measures to protect investors. The Commission notifies the European Commission and ESMA of the measures taken within a 7-day period from their application.

(5) (Former para. 4, amended - State Gazette, No. 21 of 2012) When the Commission is notified by the relevant competent authority of the host State within the meaning of Art. 100k, para. 2, item 2 regarding a public company, shareholder, holder of other financial instruments or person under Art. 146, which violates the legislation of the respective Member State, the Commission, respectively the Vice-Chairman, applies appropriate compulsory administrative measures.

Art. 148e. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; amended, No. 64 of 2020, effective from 21.08.2020) The provisions of this section do not apply to:

(amended - State Gazette, No. 64 of 2020, effective from 21.08.2020) shares of collective investment undertakings that are not of the closed-end type within the meaning of Art. 100k, para. 2, items 6 and 7, or to shares acquired or transferred within the framework of such collective investment undertakings;
money market instruments with a maturity of less than 12 months.

Section II
Commercial Offer for Purchase and Exchange of Shares (Suppl. - State Gazette, No. 52 of 2007, effective from 03.07.2007)

Art. 148zh. (New - State Gazette, No. 42 of 2016) (1) The obligation to notify under Art. 145, 146 and 148a applies to the person, unincorporated company or trust when the voting rights held directly or indirectly by the person, unincorporated company or trust in accordance with Art. 145 and 146, aggregated with the voting rights related to the financial instruments held directly or indirectly in accordance with Art. 148a, reach, exceed or fall below 5 percent or a number multiple of 5 percent of the number of votes in the general meeting of the company, in accordance with Art. 145, para. 1.

(2) The notification under para. 1 includes a breakdown of the voting rights related to shares held in accordance with Art. 145 and 146, and of the voting rights related to financial instruments under Art. 148a.

(3) For the voting rights related to financial instruments for which a notification has already been submitted under Art. 148a, a new notification is submitted if the person, unincorporated company or trust has acquired the underlying shares and as a result of their acquisition the total number of voting rights related to shares issued by the same company reaches or exceeds 5 percent or a number multiple of 5 percent of the number of votes in the general meeting of the company, in accordance with Art. 145, para. 1.

Art. 148z. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; amended, No. 103 of 2012; former Art. 148zh, No. 42 of 2016) For the purposes of this section, "related persons" are persons who, on the basis of an express or tacit, written or oral agreement with the offeror or the company - subject of the commercial offer, aim to acquire control over the public company or to hinder the successful completion of the commercial offer. Persons controlled by another person within the meaning of § 1, item 44 of the Additional Provisions are considered related persons to that person and to each other, as well as to the persons with whom the controlling person is related under § 1, item 13, letters "v" and "g" of the Additional Provisions. Related persons are also the persons under § 1, item 13, letters "v" and "g" of the Additional Provisions.

Art. 148i. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; amended and suppl., No. 62 of 2015, effective from 14.08.2015; former Art. 148z, No. 42 of 2016; suppl., No. 8 of 2023) (1) (Former text of Art. 148z - State Gazette, No. 62 of 2015, effective from 14.08.2015) This section does not apply to commercial offers regarding:

securities issued by companies whose purpose is the collective investment of funds raised through the public offering of shares, which operates on the principle of risk distribution and on the request of the holders of shares directly or indirectly buys back its own shares at a price based on the net asset value of their assets;
shares issued by the central banks of Member States.

(2) (New - State Gazette, No. 62 of 2015, effective from 14.08.2015; suppl., No. 8 of 2023) The obligation to register a commercial offer does not arise when applying restructuring measures or exercising powers and using mechanisms under the Law on the Recovery and Resolution of Credit Institutions and Investment Intermediaries or those under Chapter V of Regulation (EU) 2021/23.

Art. 149. (Amended - State Gazette, No. 52 of 2007, effective from 01.11.2007; amended and suppl., No. 103 of 2012; amended, No. 34 of 2015; suppl., No. 62 of 2017; amended, No. 15 of 2018, effective from 16.02.2018; amended, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020) (1) (Amended - State Gazette, No. 61 of 2002; amended, No. 103 of 2012) A person who acquires directly or through related persons more than one third of the votes in the general meeting of a public company, in which there is no person or persons holding directly or through related persons more than 50 percent of the votes in the general meeting, is obliged within 14 days from the acquisition, respectively within a one-month period from the registration in the commercial register of the transformation or reduction of capital, when the crossing of the threshold is a result of transformation or as a result of the dilution of shares:

(amended - State Gazette, No. 39 of 2005) to register with the Commission in accordance with Art. 151 a commercial offer to the remaining shareholders with voting rights for the purchase of their shares and/or for their exchange with shares that will be issued by the offeror for this purpose, or
(amended - State Gazette, No. 103 of 2012) to transfer the necessary number of shares so as to hold directly or through related persons less than one third of the votes in the general meeting of the company.

(2) The provisions of para. 1 also apply:

(amended - State Gazette, No. 103 of 2012) to persons who together hold more than one third of the shares with voting rights and have concluded an agreement for common policy in the management of the respective company through joint exercise of their voting rights;
(amended - State Gazette, No. 103 of 2012) when other persons hold shares with voting rights on behalf of the person under para. 1 and their total number of votes is more than one third of all votes in the general meeting.

(3) (Amended - State Gazette, No. 52 of 2007; suppl., No. 62 of 2017) In the case of acquisition through related persons, as well as in the cases of para. 2, item 1, the commercial offeror is the person who directly holds the largest share of the total number of held votes, and in the cases of para. 2, item 2 - the person on whose behalf the shares are held.

(4) (Amended - State Gazette, No. 39 of 2005) In the cases under para. 2, the offeror is obliged to register a commercial offer with the Commission within 14 days from the conclusion of the agreement, respectively from the acquisition of shares on behalf of the person under para. 1.

(5) (Suppl. - State Gazette, No. 62 of 2017) Until the publication of the commercial offer in accordance with Art. 154, respectively until the transfer of the shares, the persons under paras. 1 and 2 have no right to exercise their voting right in the general meeting. In the case of acquisition of shareholding through related persons in the cases under paras. 1 and 2, the controlling direct shareholder in the public company cannot exercise its voting right in the general meeting until the making of a commercial offer or until the loss of control over it by the obliged person under paras. 1 and 2.

(6) (Amended - State Gazette, No. 61 of 2002; amended, No. 103 of 2012) The obligation under para. 1, item 1 also arises for a person who acquires directly, through related persons or indirectly under para. 2 more than 50 percent of the votes in the general meeting of a public company, as well as for a person who acquires directly, through related persons or indirectly under para. 2 more than two thirds of the votes in the general meeting of a public company, unless within 14 days from the acquisition the person transfers the necessary number of shares so as to hold directly, through related persons or indirectly under para. 2 less than 50 percent, respectively less than two thirds of the votes.

Paras. 3, 4 and 5 apply respectively.

(7) (Amended - State Gazette, No. 61 of 2002; amended, No. 103 of 2012) If a person crosses more than one of the thresholds established in paras. 1 and 6 simultaneously or in the period under para. 1 after crossing the lower threshold crosses another of the thresholds established in para. 6, it registers one commercial offer. The time limit for registering a commercial offer is the time limit that would expire earliest if an obligation to make separate commercial offers had arisen upon crossing each of the established thresholds.

(8) (Amended - State Gazette, No. 61 of 2002; amended, No. 103 of 2012) A person who holds directly, through related persons and/or indirectly under para. 2 more than one third, but not more than two thirds, of the votes in the general meeting of a public company has no right to acquire, including through related persons or indirectly under para. 2, within one year shares with voting rights in an amount greater than three percent of the total number of shares of the company, except as a result of a commercial offer under Art. 149b. In case of violation of the requirement under the first sentence, the voting rights are restricted in accordance with para. 5 until the publication of a commercial offer under Art. 149b. No obligation under the first sentence arises for a person who crosses the threshold as a result of an increase in capital by issuing rights.

(9) (New - State Gazette, No. 103 of 2012) No obligation under para. 6, respectively under para. 8, arises for a person who has made within one year before crossing a threshold under para. 6, respectively under para. 8, a commercial offer under para. 1 or a commercial offer under para. 6 in the hypothesis of a crossed threshold of 50 percent of the votes in the general meeting of the public company, or a commercial offer under Art. 149b, in which the offer was made to all shareholders, the price was determined in accordance with Art. 150, para. 7 and as a result of the commercial offer the person has acquired more than 50 percent of the votes in the general meeting of the public company, as well as for a person who crossed a threshold under para. 6, respectively under para. 8, as a result of such a commercial offer.

(10) (New - State Gazette, No. 103 of 2012) The obligation under para. 1 does not arise for a person who crossed the threshold indicated in para. 1 as a result of making a commercial offer under Art. 149b, meeting the requirements.

(11) (New - State Gazette, No. 103 of 2012) No obligation under para. 6 in the hypothesis of a crossed threshold of two thirds of the votes in the general meeting of the public company arises for a person who crosses the threshold as a result of an increase in capital by issuing rights, if before the increase in capital it had held more than 50 percent of the votes in the general meeting of the public company.

(12) (Amended - State Gazette, No. 61 of 2002, amended, No. 52 of 2007, effective from 01.11.2007; former para. 9 amended, No. 103 of 2012; amended, No. 34 of 2015; amended, No. 15 of 2018, effective from 16.02.2018; amended, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020) The persons under paras. 1, 2, 6 and 8 are obliged to carry out the commercial offer through an investment intermediary authorized by them, using the possibilities for remote acceptance of the commercial offer through the central securities depository. The investment intermediary must have capital of not less than that provided in Art. 10, para. 2 of the Law on Markets in Financial Instruments.

Art. 149a. (New - State Gazette, No. 61 of 2002, amended, No. 52 of 2007, effective from 03.07.2007; amended, No. 103 of 2012) (1) (Amended - State Gazette, No. 52 of 2007; amended, No. 103 of 2012) A person who acquires directly, through related persons or indirectly in the cases under Art. 149, para. 2 more than 90 percent of the votes in the general meeting of a public company has the right to register a commercial offer for the purchase of the shares of the remaining shareholders. Art. 149, paras. 3, 4 and 12 apply respectively.

(2) (Amended - State Gazette, No. 39 of 2005) If the person under para. 1 does not register a commercial offer within 14 days after acquiring the number of votes under para. 1, it is obliged to notify the shareholders, the regulated market and the Commission of its intention to register a commercial offer at least 3 months in advance. The person is obliged to immediately notify the shareholders, the regulated market and the Commission in case the intention to make a commercial offer lapses, including the reasons for this.

(3) (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; amended, No. 103 of 2012) If the person under Art. 149, para. 1 and/or para. 6 in the period under Art. 149, para. 1, determined in accordance with Art. 149, para. 7, if necessary, acquires directly, through related persons or indirectly under Art. 149, para. 2 more than 90 percent of the votes in the general meeting of the public company, simultaneously with fulfilling its obligation under Art. 149, para. 1 and/or para. 6 it may exercise its right under para. 1 by registering one commercial offer.

(4) (Amended - State Gazette, No. 39 of 2005, former para. 3 - State Gazette, No. 52 of 2007, effective from 03.07.2007) The Commission may refuse the publication of a commercial offer under para. 1 if in the last 24 months the offeror has violated the requirement under Art. 149, para. 8.

(5) (Former para. 4 - State Gazette, No. 52 of 2007, effective from 03.07.2007; amended, No. 103 of 2012) After the expiration of the period under Art. 152, para. 1, respectively under Art. 153, para. 1, in case the Commission has not issued a ban within this period, as well as 14 days after the end of the commercial offer period, the person under para. 1 is obliged to purchase the shares of any shareholder upon request. In this case, Art. 150, para. 6 applies respectively.

Art. 149b. (New - State Gazette, No. 61 of 2002, amended, No. 52 of 2007; amended, effective from 03.07.2007, No. 103 of 2012) (1) (Amended - State Gazette, No. 39 of 2005, amended, No. 52 of 2007, effective from 03.07.2007; amended, No. 103 of 2012) A person who holds at least 5 percent of the votes in the general meeting of a public company and wishes to acquire directly, through related persons or indirectly in the cases under Art. 149, para. 2 more than 1/3 of the votes in the general meeting of that company, may publish a commercial offer for the purchase or exchange of shares to all shareholders with voting rights after prior confirmation of the draft commercial offer by the Commission. Art. 149, paras. 3, 4 and 12 apply respectively.

(2) The offeror under para. 1 is obliged to purchase, respectively exchange, all shares with voting rights of the shareholder who accepted the offer. If the number of deposited shares with voting rights by all shareholders who accepted the offer exceeds the total number of shares under the commercial

offer, the offeror purchases or replaces shares from each accepting shareholder proportionally to the shares deposited by them.
(3) The person referred to in para. 1 may determine the minimum number of shares that must be offered to him for acquisition, for such offer to be valid.
(4) (Am. - State Gazette, No. 39 of 2005) The Commission may suspend trading in the shares of the company, the shares of which are the subject of the public offer, if this is necessary in light of the principles under Art. 150, para. 1.

Art. 150. (Am. - State Gazette, No. 52 of 2007, effective from 03.07.2007; Am. and Supp., No. 103 of 2012; Am., No. 62 of 2017; Am., No. 64 of 2020, effective from 21.08.2020.) (1) The public offer is implemented in accordance with the following principles:

(Supp. - State Gazette, No. 52 of 2007, effective from 03.07.2007) ensuring equality of shareholders in the same position in the company - the subject of the public offer and protection of the remaining shareholders upon acquisition of control over the company;
(Supp. - State Gazette, No. 52 of 2007, effective from 03.07.2007) providing sufficient time and information to the shareholders in the company for an accurate assessment of the offer and taking an informed decision regarding its acceptance. In providing an opinion on the public offer, the management body of the company - the subject of the public offer, states its opinion regarding the consequences of accepting the public offer on employees, the terms of employment contracts and the place of business activity;
(Am. - State Gazette, No. 52 of 2007, effective from 03.07.2007) the behavior of the management bodies must be in the interest of the company as a whole and must not prevent shareholders from making a decision on the substance of the public offer;
preventing market manipulation with the securities of the company - the subject of the public offer, as well as other companies affected by the public offer.
(New. - State Gazette, No. 52 of 2007, effective from 03.07.2007) making a public offer only after ensuring the possibility of full payment, respectively replacement, of the shares of the shareholders who accepted the offer;
(New. - State Gazette, No. 52 of 2007, effective from 03.07.2007) the company - the subject of the public offer, not to be placed in a situation that hinders its activity for an unreasonably prolonged period of time.

(2) (Supp. - State Gazette, No. 61 of 2002) The offer under Art. 149, para. 1, 6 and 8, Art. 149a and Art. 149b must contain the following information:

(Am. - State Gazette, No. 52 of 2007, effective from 03.07.2007) the name or denomination, seat and address of the public offeror and of the investment intermediary authorized by him;
(New. - State Gazette, No. 52 of 2007, effective from 03.07.2007) the shares, respectively the class of shares, to which the public offer relates;
(Supp. - State Gazette, No. 61 of 2002, previous item 2, No. 52 of 2007, effective from 03.07.2007) the number of shares with voting rights that the offeror does not own and is obliged to request or intends to acquire;
(Am. - State Gazette, No. 39 of 2005, previous item 3, No. 52 of 2007, effective from 03.07.2007) the offered price per share, issued by the company - the subject of the public offer, and/or the ratio of its replacement with shares under Art. 149, para. 1, item 1, the nominal value and information on the rights attached to these shares;
(New. - State Gazette, No. 52 of 2007, effective from 03.07.2007) the compensation for the rights of shareholders, which may be restricted in accordance with Art. 151a, para. 4, including the procedure and manner of its payment and the methods for its determination;
(Previous item 4 - State Gazette, No. 52 of 2007, effective from 03.07.2007) information on the types and number of shares that the offeror owns directly or through related persons, as well as under the conditions of Art. 149, para. 2 in the company - the subject of the public offer;
(Previous item 5 - State Gazette, No. 52 of 2007, effective from 03.07.2007) the period for accepting the offer;
(Supp. - State Gazette, No. 61 of 2002, previous item 6 - State Gazette, No. 52 of 2007, effective from 03.07.2007) the conditions under which the offeror will finance the acquisition of shares and evidence of the availability of the necessary funds for the purchase or of the necessary securities for replacement;
(Previous item 7 - Am., No. 52 of 2007, effective from 03.07.2007) the intentions of the offeror regarding the future activity of the company - the subject of the public offer, and of the offeror - a legal entity, insofar as it is affected by the public offer, regarding the preservation of the composition of the management bodies and of the employees of the companies, including for significant changes in the terms of employment contracts, and specifically regarding the strategic plans of the offeror for the two companies and for the impact that the offer may have on the employees and the place of business of the companies;
(Previous item 8 - State Gazette, No. 52 of 2007, effective from 03.07.2007) the period for fulfilling the obligations upon acceptance of the public offer;
(Previous item 9 - State Gazette, No. 52 of 2007, effective from 03.07.2007; Am., No. 64 of 2020, effective from 21.08.2020) the basic information necessary for the shareholders, to whom the public offer is addressed, to understand the essence of the activity of the issuer and the characteristics of the securities offered for replacement, as well as the risks associated with the issuer and the securities, in cases where the replacement of shares is also offered.
(New. - State Gazette, No. 52 of 2007, effective from 03.07.2007) applicable law regarding the contracts between the offeror and the shareholders upon acceptance of the public offer and the competent court;
(Am. - State Gazette, No. 39 of 2005, previous item 10 - State Gazette, No. 52 of 2007, effective from 03.07.2007) other data and documents determined by regulation or requested by the Commission in accordance with Art. 152, para. 1.

(3) (Am. - State Gazette, No. 61 of 2002, No. 39 of 2005, Am., No. 52 of 2007, effective from 03.07.2007) The public offer under Art. 149a must indicate that after the expiration of the period for its acceptance, the company may cease to be public, even if the condition under Art. 119, para. 1, item 1 is not fulfilled, as well as whether the offeror intends to request the removal of the company from the register of the Commission. Regarding this public offer, items 3 and 11 of para. 2 do not apply.

(4) (Am. - State Gazette, No. 61 of 2002; Am., No. 103 of 2012) The offer is signed by the offeror and by the investment intermediary under Art. 149, para. 12, who declare that it corresponds to the requirements of the law.
(5) The offeror and the investment intermediary who signed the offer are jointly liable for damages caused by incorrect, misleading or incomplete data in the offer.
(6) (Am. - State Gazette, No. 61 of 2002, Am., No. 52 of 2007, effective from 03.07.2007) The offer under Art. 149, para. 1 and 6 and under Art. 149a includes a justification of the offered price, respectively of the offered exchange value under para. 2, item 4. The justification indicates the fair price of one share of the company, calculated based on generally accepted valuation methods. The requirements for the content of the justification, including the application of valuation methods, are determined by regulation. (7) (Am. - State Gazette, No. 61 of 2002; Supp., No. 103 of 2012) The price, respectively exchange value of the public offer under Art. 149, para. 1 and 6 and under Art. 149a, cannot be lower than the highest value among:

(Am. - State Gazette, No. 52 of 2007, effective from 03.07.2007) the fair price of the share, indicated in the justification under para. 6;
(Am. - State Gazette, No. 52 of 2007, effective from 03.07.2007; Supp., No. 103 of 2012; Am., No. 62 of 2017) the average weighted market price of the shares for the last 6 months prior to the registration of the offer, respectively prior to the date on which the obligation under Art. 149, para. 1 or 6 should have been fulfilled at the latest, if the public offer is not registered by that date and this price is higher than the average weighted market price of the shares for the last 6 months prior to the registration of the offer.
(New. - State Gazette, No. 52 of 2007, effective from 03.07.2007; Supp., No. 103 of 2012) the highest price for one share, paid by the offeror, by persons related to him or by the persons under Art. 149, para. 2 during the last 6 months prior to the registration of the offer, respectively prior to the date on which the obligation under Art. 149, para. 1 or 6 should have been fulfilled at the latest, if the public offer is not registered by that date and this price is higher than the highest price for one share, paid by the same persons during the last 6 months prior to the registration of the offer; in cases where the price of the shares cannot be determined according to the previous sentence, it is determined as the higher of the last nominal value and the last price paid by the public offeror.
(8) (New - State Gazette, No. 61 of 2002, Supp., No. 52 of 2007, effective from 03.07.2007; Am., No. 62 of 2017) The price of the public offers under Art. 149, para. 8, as well as under Art. 149b cannot be lower than the average weighted market price of the shares for the last 6 months, and when such is not available - from the highest price for one share, paid by the offeror, by persons related to him or by the persons under Art. 149, para. 2 during the last 6 months prior to the registration of the offer. The public offeror may justify the price offered by him in accordance with para. 6.

(9) (New. - State Gazette, No. 103 of 2012) For the calculation of the highest price for one share, paid by the offeror, by persons related to him or by the persons under Art. 149, para. 2, in case of acquired shares upon an increase in capital to the nominal value of one new share, the highest price paid by the offeror, by persons related to him or by the persons under Art. 149, para. 2 for the right to participate in the increase in capital is added, if such rights were purchased by the offeror, by persons related to him or by the persons under Art. 149, para. 2 for participation in the increase in capital. (10) (New. - State Gazette, No. 52 of 2007, effective from 03.07.2007; previous para. 9, No. 103 of 2012) If before the expiration of the period of the public offer, the public offeror acquires directly, through related persons or indirectly under Art. 149, para. 2 shares with voting rights in the general meeting of the company - the subject of the public offer, at a price higher than that offered in the public offer, he is obliged to increase the offered price to this higher price. In this case, the purchase of the shares is carried out at the higher price with respect to all shareholders who accepted the offer before or after the increase. (11) (Previous para. 8 - State Gazette, No. 61 of 2002, previous para. 9 - State Gazette, No. 52 of 2007, effective from 03.07.2007; previous para. 10, No. 103 of 2012) The offer for the replacement of shares must necessarily also contain an alternative opportunity to purchase the shares with voting rights of the remaining shareholders. (12) (Previous para. 9 - State Gazette, No. 61 of 2002, previous para. 10 - Am. and Supp., No. 52 of 2007, effective from 03.07.2007; previous para. 11, No. 103 of 2012) The period under para. 2, item 7 cannot be shorter than 28 days and longer than 70 days from the day of publication of the public offer, except in the case of a competitive public offer, when the period of the public offer is extended until the expiration of the period for accepting the competitive public offer.

Art. 151. (Am. and Supp. - State Gazette, No. 103 of 2012; Am., No. 62 of 2017.) (1) (Am. - State Gazette, No. 61 of 2002, No. 39 of 2005, Am., No. 52 of 2007, effective from 03.07.2007; Am., No. 103 of 2012) Public offers are registered with the Commission and may be published if within 20 working days the Commission does not issue a temporary ban. The Commission's failure to express an opinion within the time limits in the first sentence is considered a tacit confirmation of the public offer. (2) (New. - State Gazette, No. 52 of 2007, effective from 03.07.2007) Paragraph 1 does not apply to a public offer for the acquisition and/or replacement of shares with voting rights of a company, which has its seat in a Member State and whose shares are admitted to trading on a regulated market in the Republic of Bulgaria, which has been approved and is approved by the competent authority of a Member State. In this case, the Commission may request the public offeror to prepare a translation of the public offer, as well as to include additional information in it, which is specific to the market in the Republic of Bulgaria and relates to the conditions for accepting the public offer, receiving the price of the shares or their exchange value, as well as to the fees due in connection with them.

(3) (Am. - State Gazette, No. 39 of 2005, Am. - State Gazette, No. 86 of 2006 effective from 01.01.2007, previous para. 2 - Am. and Supp., No. 52 of 2007, effective from 03.07.2007) On the day of registration under para. 1, the public offeror is obliged to present the offer to the management body of the company - the subject of the public offer, to the representatives of its employees or to the employees, when there are no such representatives, as well as to the regulated market, on which the shares of the company are admitted to trading. In the notifications to them, it is explicitly stated that the Commission has not yet taken a position on the offer. (4) (New. - State Gazette, No. 52 of 2007, effective from 03.07.2007; Supp., No. 103 of 2012; Am., No. 62 of 2017) The members of the management body of the company - the subject of the public offer, provide the public offer to the representatives of their employees or to the employees, when there are no such representatives, and by the end of the working day disclose information about the received offer and the essential conditions thereof in accordance with Art. 100t. Essential conditions within the meaning of the first sentence are: information regarding the public offeror; the offered price per share, issued by the company - the subject of the public offer, and/or the ratio of its replacement with shares under Art. 149, para. 1, item 1; the number of shares with voting rights that the offeror does not own and is obliged to request or intends to acquire; information on the future intentions and strategic plans of the offeror regarding the company - the subject of the public offer, and a summary of the price justification. (5) (Am. - State Gazette, No. 61 of 2002, No. 39 of 2005, previous para. 3 - Am., No. 52 of 2007, effective from 03.07.2007) The management body of the company within 7 days from receipt of the offer submits to the Commission, to the offeror and to the representatives of the employees or to the employees, when there are no such representatives, a reasoned opinion on the proposed transaction, including regarding the consequences of accepting the public offer on the company and employees and regarding the strategic plans of the offeror for the company - the subject of the public offer, and their possible impact on employees and the place of business, as indicated in the public offer in accordance with Art. 150, para. 2, item 9. The opinion must also contain information regarding the existence of possible agreements on the exercise of voting rights on the shares of the company - the subject of the public offer, insofar as such is known to the management body, as well as information on the number of shares of the company owned by the members of its management body, and whether they intend to accept the offer. When the management body of the company - the subject of the public offer, receives within the period in the first sentence an opinion from the representatives of the
employees regarding the influence of the public offer on the employees, this opinion is attached to the opinion of the board of directors. (6) (Previous para. 4 - Am., No. 52 of 2007, effective from 03.07.2007) After receiving the offer under para. 3 until the publication of the results of the public offer, respectively its termination, the management body of the company - the subject of the public offer, cannot perform actions, except for seeking a competitive public offer, whose main purpose is to prevent the acceptance of the public offer or to create significant difficulties or significant additional costs for the offeror such as issuing shares or concluding transactions, which would lead to a significant change in the property of the company, unless the actions are performed with the prior approval of the general meeting of the company - the subject of the public offer. (7) (New. - State Gazette, No. 52 of 2007, effective from 03.07.2007) The general meeting approves any decision of the management body to take actions under para. 6, taken before receiving the public offer, which has not been partially or fully implemented and which is not part of the ordinary activity of the company and may prevent the acceptance of the public offer.

Art. 151a. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007.) (1) All restrictions on the transfer of shares with voting rights, provided for in the articles of association of the company - the subject of the public offer, in agreements between the company - the subject of the public offer, and shareholders or in agreements between shareholders do not apply with respect to the public offeror within the period for accepting the public offer. (2) Restrictions on the right to vote, provided for in the articles of association of the company - the subject of the public offer, in agreements between the company - the subject of the public offer, and shareholders or in agreements between shareholders do not apply when taking a decision by the general meeting regarding the taking of measures under Art. 151, para. 6 and 7. (3) When as a result of the public offer the offeror acquires more than 75 percent of the votes in the general meeting of a public company, the restrictions under para. 1 and 2, as well as the exclusive rights of shareholders related to the election or removal of members of the management bodies, provided for in the articles of association of the company - the subject of the public offer, do not apply. (4) The offeror is obliged to pay compensation to shareholders for the restriction of their rights under para. 1-3. The conditions and procedure for the payment of compensation are determined by the offeror and are indicated in the public offer. Disputes regarding the determined amount of compensation are resolved in the general order. (5) Paras. 2 and 3 do not apply to shares when the restrictions on the right to vote are compensated with an additional dividend or other monetary payments. (6) Paras. 1-4 do not apply to the special rights of the State related to its participation in the company - the subject of the public offer.

Art. 152. (Am. - State Gazette, No. 52 of 2007, effective from 03.07.2007; Am., No. 103 of 2012; Am., No. 42 of 2016; Am., No. 62 of 2017; Am., No. 94 of 2019.) (1) (Am. - State Gazette, No. 61 of 2002, No. 39 of 2005, Am., No. 52 of 2007, effective from 03.07.2007; Am., No. 103 of 2012) If the submitted documents are irregular, additional information or evidence for the accuracy of the data is needed, within 20 working days from the registration of the offer, the Commission issues a temporary ban on the publication of the offer and sends a message about the identified incompleteness and discrepancies or for the requested additional information and evidence. The Commission may request any information regarding the public offer that is necessary for it to perform its functions, and from the members of the management body of the offeror - a legal entity, the company - the subject of the public offer, the shareholders and the members of the management body of the company - the subject of the public offer, as well as from persons related to them. (2) (New - State Gazette, No. 61 of 2002; Am., No. 42 of 2016; Am., No. 94 of 2019) Notifications and communications in the proceedings under para. 1 are carried out in accordance with Art. 61 of the Administrative Procedure Code. (3) (New - State Gazette, No. 61 of 2002, Am. and Supp., No. 39 of 2005; Am., No. 42 of 2016) When the notifications and communications in the proceedings under para. 1 are not accepted in accordance with para. 2, they are considered to have been carried out by placing them in a specially designated place for this purpose in the building of the Commission or by publishing them on the Internet page of the Commission. The last two circumstances are certified by a protocol drawn up by officials designated by order of the Chairman of the Commission. (4) (Previous para. 2, Am. - State Gazette, No. 61 of 2002; Am., No. 103 of 2012; Am., No. 62 of 2017) The person removes the identified incompleteness or discrepancies or submits the requested additional information and documents within 20 working days after receiving the message about this. With respect to the corrected public offer, Art. 151, para. 3 - 5 applies correspondingly.

Art. 153. (Am. - State Gazette, No. 103 of 2012; Am. and Supp., No. 62 of 2017.) (1) (Am. - State Gazette, No. 61 of 2002, No. 39 of 2005; Am., No. 103 of 2012; Am., No. 62 of 2017) If within 10 working days from receipt of the requested documents the Commission does not issue a final ban on the publication of the offer, the offeror may publish it. (2) (Supp. - State Gazette, No. 61 of 2002, Am., No. 39 of 2005) The Commission may issue the ban under para. 1 only if the offer and the attachments to it do not meet the requirements of this law and the acts for its implementation or in any other way the interests of shareholders are impaired. Art. 152, para. 2 and 3 apply correspondingly. (3) (New - State Gazette, No. 61 of 2002, Am., No. 39 of 2005) The Commission may issue a final ban regarding the offer under Art. 149b only if there are significant omissions in the circumstances under Art. 150, para. 2. Art. 152, para. 2 and 3 apply correspondingly. (4) (Previous para. 3 - State Gazette, No. 61 of 2002, Am., No. 39 of 2005) The Commission is not responsible for the accuracy of the data contained in the offer. (5) (Previous para. 4 - State Gazette, No. 61 of 2002, Am., No. 39 of 2005) The Commission may issue a reasoned termination of the public offer before the expiration of the period for accepting the offer, if upon and after its publication the requirements of this law and the acts for its implementation are violated. The acceptance of the offer by shareholders before the termination of the public offer does not produce effect. (6) (Previous para. 5, Am. - State Gazette, No. 61 of 2002, No. 39 of 2005; Supp., No. 62 of 2017) In cases where the Commission has issued a temporary ban under Art. 152, para. 1, the effect of the ban under Art. 149, para. 5 is restored until the submission of a corrected public offer under Art. 152, para. 4. In cases where the Commission has issued a final ban under para. 1 or has terminated

the commercial offer under para. 5, the effect of the prohibition under Art. 149, para. 5 is restored until the publication of a subsequent commercial offer.

Art. 154. (Am. - State Gazette, No. 52 of 2007, effective from 03.07.2007; am., No. 103 of 2012; am., No. 62 of 2017.) (1) (Am. - State Gazette, No. 52 of 2007, effective from 03.07.2007; am., No. 103 of 2012; am., No. 62 of 2017.) Within three working days from the expiration of the period under Art. 151, para. 1, respectively under Art. 153, para. 1, the offeror publishes in one central daily newspaper or on the internet page of an information agency or other media, which can ensure the effective dissemination of the regulated information to the public in all Member States, a notice of the commercial offer and its essential conditions according to Art. 151, para. 4 and provides the commercial offer in its final version to the public company and to the regulated market, on which the shares are admitted to trading. Within the period under the first sentence, the offeror is obliged to provide the commercial offer to the representatives of its employees and to the representatives of the employees of the company - the object of the commercial offer, or to the employees, when there are no such representatives. The public company, the investment intermediary under Art. 149, para. 12 and the regulated market, on which the shares of the public company are admitted to trading, disclose the commercial offer on their internet pages for the period of its acceptance, as the public company discloses the commercial offer and the opinion of the management body of the public company and in the manner of Art. 100t, para. 3. By regulation, additional requirements for the disclosure of the information under the first sentence may be provided.

(2) (Am. - State Gazette, No. 62 of 2017.) Advertisements and publications in connection with the commercial offer must indicate the number and date of the central daily newspaper and the internet pages under para. 1.

(3) (New - State Gazette, No. 52 of 2007, effective from 03.07.2007.) In the event that the shares of the company - the object of a commercial offer, are admitted to trading on a regulated market in another Member State, the offeror is obliged within the period under para. 1 to make the commercial offer available to the shareholders in the states where its shares are admitted to trading. Upon request from the competent authority of the Member State, the commercial offeror is obliged to prepare a translation of the commercial offer into the language accepted by the respective competent authority, as well as to include additional information that is specific to the respective market and relates to the conditions for acceptance of the commercial offer, receiving the price per share or their exchange value or to the fees due in connection with them.

Art. 155. (Am. - State Gazette, No. 52 of 2007, effective from 03.07.2007; am., No. 103 of 2012; am., No. 62 of 2017; am., No. 83 of 2019, effective from 24.04.2020 g.; the entry into force changed on 24.10.2020 g., No. 28 of 2020 g., effective from 13.03.2020 g.; the entry into force changed on 20.08.2020 g., No. 64 of 2020 g., effective from 18.07.2020 g.) (1) (Add. - State Gazette, No. 61 of 2002, am., No. 39 of 2005, am., No. 52 of 2007, effective from 03.07.2007; am., No. 62 of 2017.) Outside the case of a commercial offer under Art. 149b after its publication, the commercial offer cannot be withdrawn by the offeror. Exceptions are allowed only when the offer cannot be implemented due to circumstances beyond the control of the offeror, the period for its acceptance has not expired and there is approval from the Commission. Art. 151, para. 1 and 3, Art. 152 and 153 apply respectively. Within a 7-day period from the notification of the issued approval, the offeror publishes in one central daily newspaper or on the internet page of an information agency or other media, which can ensure the effective dissemination of the regulated information to the public in all Member States, a notice of the withdrawal of the offer.

(2) Upon withdrawal of the commercial offer according to para. 1, the effect of the prohibition under Art. 149, para. 5 is restored until the publication of a subsequent commercial offer.

(3) (Am. - State Gazette, No. 39 of 2005; am., No. 83 of 2019, effective from 24.04.2020 g.; the entry into force changed on 24.10.2020 g., No. 28 of 2020 g., effective from 13.03.2020 g.; the entry into force changed on 20.08.2020 g., No. 64 of 2020 g., effective from 18.07.2020 g.) The Commission immediately notifies the regulated market, the investment intermediary or the central securities depository, at which the certificate documents for the shares are deposited, of the withdrawal of the commercial offer. Within a three-day period from the receipt of the notification, the investment intermediary or the central securities depository, at which the certificate documents for the shares are deposited, ensure conditions for the return of the certificate documents to the shareholders who accepted the offer.

(4) (Am. - State Gazette, No. 61 of 2002, No. 39 of 2005, am., No. 52 of 2007, effective from 03.07.2007; am., No. 103 of 2012.) The offeror may extend the period for acceptance of the offer within the maximum permissible period under Art. 150, para. 12, as well as increase the offered price per share. In this case, the purchase of shares is carried out at the higher price with respect to all shareholders who accepted the offer before or after the increase. The offeror may make other changes to the offer after approval from the Commission.

(5) (Am. - State Gazette, No. 39 of 2005, am., No. 52 of 2007, effective from 03.07.2007; am., No. 62 of 2017.) The changes under para. 4 are registered with the Commission and published immediately in one central daily newspaper or on the internet page of an information agency or other media, which can ensure the effective dissemination of the regulated information to the public in all Member States, if within a period of 3 working days the Commission does not issue a prohibition. Art. 151, para.3, Art. 152 and 153 apply respectively.

Art. 156. (Am. - State Gazette, No. 52 of 2007, effective from 03.07.2007; am., No. 83 of 2019, effective from 24.04.2020 g.; the entry into force changed on 24.10.2020 g., No. 28 of 2020 g., effective from 13.03.2020 g.; the entry into force changed on 20.08.2020 g., No. 64 of 2020 g., effective from 18.07.2020 g.) (1) (Am. - State Gazette, No. 61 of 2002, am., No. 52 of 2007, effective from 03.07.2007; am., No. 83 of 2019, effective from 24.04.2020 g.; the entry into force changed on 24.10.2020 g., No. 28 of 2020 g., effective from 13.03.2020 g.; the entry into force changed on 20.08.2020 g., No. 64 of 2020 g., effective from 18.07.2020 g.) The commercial offer is accepted with an explicit written declaration of will and with the deposit of the certificate documents for the shares at an investment intermediary or the central securities depository, at which they are registered, as well as with the performance of other necessary actions in connection with the transfer. Acceptance of the offer can be withdrawn until the expiration of the period under Art. 150, para. 2, item 7, respectively of the extended period under Art. 155, para. 4.

(2) (Am. - State Gazette, No. 52 of 2007, effective from 03.07.2007.) The transaction is considered concluded at the moment of expiration of the period under Art. 150, para. 2, item 7, respectively of the extended period under Art. 155, para. 4.

(3) The payment of the price, respectively the exchange of the securities, is carried out within a period of 7 working days after the completion of the transaction in accordance with para. 1.

(4) (Am. - State Gazette, No. 83 of 2019, effective from 24.04.2020 g.; the entry into force changed on 24.10.2020 g., No. 28 of 2020 g., effective from 13.03.2020 g.; the entry into force changed on 20.08.2020 g., No. 64 of 2020 g., effective from 18.07.2020 g.) The rights on the shares - the object of the commercial offer, pass to the offeror with the registration of the transfer of the shares in the central register of securities.

Art. 157. (Am. - State Gazette, No. 39 of 2005, am., No. 52 of 2007, effective from 03.07.2007.) After the expiration of the period for acceptance of the offer, the offeror immediately publishes the result of the commercial offer in the manner of Art. 154 and notifies the Commission and the regulated market.

Art. 157a. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007; am., No. 103 of 2012.) (1) (Am. - State Gazette, No. 103 of 2012.) A person who, as a result of a commercial offer addressed to all shareholders with voting rights, acquires directly, through related persons or indirectly in the cases under Art. 149, para. 2 at least 95 percent of the votes in the general meeting of a public company, has the right within a three-month period from the final deadline of the commercial offer to purchase the shares with voting rights of the remaining shareholders. Art. 149, para. 3, 4 and 12 apply respectively.

(2) The offer for purchase is approved by the Commission.

(3) The price offered by the person under para. 1 must be at least equal to the price:

offered by the commercial offer, with which the threshold under para. 1 was reached, when its sending was mandatory;
offered by the commercial offer, with which the threshold under para. 1 was reached, when its sending was voluntary and provided that the person under para. 1 has acquired no less than 90 percent of the shares with voting rights, offered with this commercial offer;
determined according to Art. 150, para. 6 and 7 - in other cases.

(4) For the issuance of approval, the person under para. 1 submits to the Commission an offer for purchase, which contains the data under Art. 150, para. 2, items 1-4, 6, 8, 10, 12 and 13. Art. 150, para. 4 and 5 apply respectively.

(5) The Commission decides within a period of 14 days from the receipt of the application for the issuance of approval. Articles 152 and 153 apply respectively.

(6) Within a three-day period from the issuance of the approval, the person under para. 1 is obliged to present the offer to the company and the regulated market, on which the shares of the company are admitted to trading, and to publish it according to Art. 154.

(7) (Am. - State Gazette, No. 103 of 2012.) The transfer of the shares and the payment of the price are carried out simultaneously within a period of 7 working days from the publication of the offer.

Art. 157b. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007.) (1) Every shareholder has the right to demand from the person who has acquired directly, through related persons or indirectly in the cases under Art. 149, para. 2 at least 95 percent of the votes in the general meeting of a public company as a result of a commercial offer, to purchase his shares with voting rights within a three-month period from the final deadline of the commercial offer. The request must be in written form and contain data on the shareholder and on the shares owned by him. In this case, Art. 157a, para. 3 applies respectively.

(2) The person under para. 1 is obliged to purchase the shares within a period of 30 days from the receipt of the request.

Art. 157c. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007.) (1) The Commission exercises supervision over commercial offers when the company - the object of a commercial offer, has its seat in the Republic of Bulgaria and the shares issued by it are admitted to trading on a regulated market in the Republic of Bulgaria or in a third country.

(2) The Commission exercises supervision over the commercial offer also in cases where the shares of the company - the object of a commercial offer, are admitted to trading on a regulated market in the Republic of Bulgaria, but are not admitted to trading on a regulated market in the Member State of its seat.

(3) When the shares of the company - the object of a commercial offer, under para. 2 are admitted to trading on a regulated market in the Republic of Bulgaria and in another Member State, supervision over the commercial offer is exercised by the Commission if the shares of the company are admitted for the first time to trading on a regulated market in the Republic of Bulgaria.

(4) When the shares of the company - the object of a commercial offer, under para. 2 are admitted to trading on a regulated market in the Republic of Bulgaria and in another Member State simultaneously, supervision over the commercial offer is exercised by the Commission if the company has designated it as the competent authority that exercises supervision over the commercial offer. The company notifies the Commission and the competent authorities of other Member States, in which the shares of the company are admitted to trading on a regulated market, as well as the respective regulated markets of the first day for trading.

(5) The Commission publicly discloses the decision under para. 4, by which it is designated to exercise supervision over the commercial offer.

(6) In the cases under para. 2-4 regarding the issues concerning the price and/or exchange value of the commercial offer, the decision of the offeror to make a commercial offer, the content of the commercial offer and its publication, this law and the acts for its implementation apply, and regarding the issues concerning the information provided to the employees of the company - the object of a commercial offer, and regarding corporate law, including cases where an obligation to make a commercial offer arises and in which this obligation does not apply, as well as the circumstances under which the company - the object of a commercial offer, may take actions that could frustrate the commercial offer, the legislation of the Member State where the seat of the company - the object of a commercial offer is located applies.

Art. 157d. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007.) (1) The Commission cooperates and exchanges information with the competent authorities of other Member States, especially in the cases under Art. 157c, para. 2-4.

(2) Competent authorities of other Member States are the authorities that exercise supervision over commercial offers, securities markets and other financial instruments and trading on these markets.

(3) The Commission may request from the competent authorities of other Member States assistance for the service of certain documents with a view to implementing acts issued by it in connection with a commercial offer, as well as other actions with a view to establishing committed or alleged violations of this law or the acts for its implementation.

(4) At the request of a competent authority of a Member State, the Commission serves certain documents with a view to implementing acts issued by it in connection with a commercial offer, as well as other actions with a view to establishing committed or alleged violations of the legislation of the respective Member State in connection with commercial offers.

Art. 157e. (New - State Gazette, No. 61 of 2002, previous Art. 157a add., No. 52 of 2007, effective from 03.07.2007.) (1) (Am. - State Gazette, No. 67 of 2003, No. 39 of 2005.) The Commission adopts a regulation for the implementation of this section.

(2) (Add. - State Gazette, No. 52 of 2007, effective from 03.07.2007.) In accordance with the goals of this law, by the regulation under para. 1, other securities besides shares may be determined as the object of a commercial offer, exceptions from the obligation to register and/or publish a commercial offer, conditions and procedure for carrying out a competitive commercial offer, for withdrawal of a commercial offer, as well as additional conditions and procedure for conducting commercial offers and the purchase of shares with voting rights under Art. 157a and 157b.

Art. 157f. (New - State Gazette, No. 25 of 2026 g.) The company - the object of a commercial offer, simultaneously with the registration of the commercial offer, respectively with the submission of the information under Art. 151, para. 3 and 5, submits this information to the Commission in a data extraction format under Art. 2, item 3 of Regulation (EU) 2023/2859 or, when this is required by an act of European Union law, in a machine-readable format under Art. 2, item 4 of the same regulation, accompanied by the following metadata:

name of the company, for which the information relates;
identification code of the legal entity of the company;
size of the company according to the category under Art. 7, paragraph 4, letter "g" of Regulation (EU) 2023/2859;
industrial sectors of the economic activities of the company according to Art. 7, paragraph 4, letter "d" of Regulation (EU) 2023/2859;
type of information, as classified according to Art. 7, paragraph 4, letter "v" of Regulation (EU) 2023/2859;
indication whether the information contains personal data.

Art. 157g. (New - State Gazette, No. 25 of 2026 g.) The Commission is the data collection authority within the meaning of Art. 2, item 2 of Regulation (EU) 2023/2859 with regard to the information disclosed under Art. 114a, para. 10, Art. 116a, para. 8, Art. 117, para. 4 and Art. 157f, para. 1 and the information under Art. 21a, paragraphs 1 and 4 of Regulation (EU) 2017/1129, as well as in cases within its competence - of the information under Art. 15a, paragraph 1, para. 1, letter "b" of Regulation (EU) 2023/2631, for the purposes of ensuring access through the European Single Access Point.

Art. 157h. (New - State Gazette, No. 25 of 2026 g.) Additional requirements for the form and structuring of the information under Art. 114a, para. 10, Art. 116a, para. 8, Art. 117, para. 4 and Art. 157f, as well as the submission of the metadata to it and the inclusion of other metadata are determined by the acts for the implementation of Regulation (EU) 2023/2859 and guidelines of ESMA, for which the Commission has decided on their application.

Chapter twelve
(Title, am. - State Gazette, No. 84 of 2006, effective from 01.01.2007 g.)
Unfair Trading

Art. 158. (Am. and add. - State Gazette, No. 61 of 2002; repealed, No. 84 of 2006, effective from 01.01.2007 g.).

Art. 159. (Add. - State Gazette, No. 39 of 2005; repealed, No. 84 of 2006, effective from 01.01.2007 g.).

Art. 160. (Repealed - State Gazette, No. 84 of 2006, effective from 01.01.2007 g.).

Art. 161. (Am. - State Gazette, No. 61 of 2002; repealed, No. 84 of 2006, effective from 01.01.2007 g.).

Art. 161a. (New - State Gazette, No. 61 of 2002; am., No. 84 of 2006, effective from 01.01.2007 g.; repealed, No. 52 of 2007, effective from 01.11.2007 g.).

Art. 162. (Am. - State Gazette, No. 61 of 2002; am., No. 84 of 2006, effective from 01.01.2007 g.; repealed, No. 52 of 2007, effective from 01.11.2007 g.).

Art. 163. (Am. - State Gazette, No. 67 of 2003, No. 39 of 2005; repealed, No. 84 of 2006, effective from 01.01.2007 g.).

Part four
COLLECTIVE FINANCING
(New - State Gazette, No. 51 of 2022 g.)
(Title add. - State Gazette, No. 39 of 2005; repealed, No. 77 of 2011 g.; title am., No. 51 of 2022 g.)

Chapter thirteen
(New - State Gazette, No. 51 of 2022 g.)
COLLECTIVE FINANCING
(Title am. - State Gazette, No. 51 of 2022 g.)

Art. 164. (Am. and add. - State Gazette, No. 86 of 2006 g. effective from 01.01.2007 g.; repealed, No. 77 of 2011 g.; new, No. 51 of 2022 g.) For the purposes of this chapter:

"crowdfunding service provider" is a concept within the meaning of Art. 2, paragraph 1, letter "d" of Regulation (EU) 2020/1503;
"special purpose vehicle" is a concept within the meaning of Art. 2, paragraph 1, letter "r" of Regulation (EU) 2020/1503;
"investor" is a concept within the meaning of Art. 2, paragraph 1, letter "i" of Regulation (EU) 2020/1503;
"client" is a concept within the meaning of Art. 2, paragraph 1, letter "j" of Regulation (EU) 2020/1503;
"competent authority" is a concept within the meaning of Art. 2, paragraph 1, letter "s" of Regulation (EU) 2020/1503;
"marketing communications" is a concept within the meaning of Art. 2, paragraph 1, letter "o" of Regulation (EU) 2020/1503;
"inexperienced investor" is a concept within the meaning of Art. 2, paragraph 1, letter "k" of Regulation (EU) 2020/1503;
"experienced investor" is a concept within the meaning of Art. 2, paragraph 1, letter "j" of Regulation (EU) 2020/1503;
"crowdfunding platform" is a concept within the meaning of Art. 2, paragraph 1, letter "g" of Regulation (EU) 2020/1503;
"crowdfunding offer" is a concept within the meaning of Art. 2, paragraph 1, letter "e" of Regulation (EU) 2020/1503;
"transferable securities" is a concept within the meaning of § 1, item 1 of the additional provisions of the Law on Markets in Financial Instruments;
"crowdfunding project" is a concept within the meaning of Art. 2, paragraph 1, letter "l" of Regulation (EU) 2020/1503;
"project creator" is a concept within the meaning of Art. 2, paragraph 1, letter "z" of Regulation (EU) 2020/1503;
"medium" is a concept within the meaning of Art. 2, paragraph 1, letter "p" of Regulation (EU) 2020/1503;
"crowdfunding services" is a concept within the meaning of Art. 2, paragraph 1, letter "a" of Regulation (EU) 2020/1503.

Art. 164a. (New - State Gazette, No. 39 of 2005; repealed, No. 77 of 2011 g.)

Art. 164b. (New - State Gazette, No. 86 of 2006 g. effective from 01.01.2007 g., add., No. 52 of 2007, effective from 01.11.2007 g.; repealed, No. 77 of 2011 g.)

Art. 165. (Am. - State Gazette, No. 39 of 2005; repealed, No. 77 of 2011 g.; new, No. 51 of 2022 g.) This chapter does not apply:

in the cases under Art. 1, paragraph 2 of Regulation (EU) 2020/1503;
for partnership shares in the capital of limited liability companies;
for shares, for the transfer of which restrictions or conditions are provided.

Art. 166. (Repealed - State Gazette, No. 77 of 2011 g.; new, No. 51 of 2022 g.) (1) Licensing and supervision of crowdfunding service providers are carried out in accordance with Regulation (EU) 2020/1503, this chapter and the acts for their implementation.

(2) The Commission takes a decision for the issuance of a license for the provision of crowdfunding services or for refusal to issue a license for the provision of crowdfunding services, except in cases where the applicant is a credit institution, under the conditions of Regulation (EU) 2020/1503, this chapter and the acts for their implementation.

(3) The Commission issues a license for the provision of crowdfunding services to a joint-stock company or a limited liability company with its seat and address of management on the territory of the Republic of Bulgaria, which meets the requirements of Regulation (EU) 2020/1503 and the acts for its implementation.

(4) Within a 7-day period from the issuance of the license under para. 3, the company applies for registration in the commercial register of the provision of crowdfunding services in its subject of activity.

(5) The Registration Agency registers in the commercial register the right to carry out crowdfunding services in the subject of activity of the company, after it is presented with the license issued by the Commission.

Art. 167. (Am. - State Gazette, No. 52 of 2007, effective from 01.11.2007; repealed, No. 77 of 2011; new, No. 51 of 2022) (1) Crowdfunding service providers are obliged at all times to comply with the organizational and operational requirements imposed on them in accordance with Regulation (EU) 2020/1503, this Chapter, and the implementing acts thereof.

(2) Members of the management and supervisory bodies, as well as the authorized representative (prokurist) of a crowdfunding service provider, must at all times meet the requirements of Article 12, paragraph 2, letter 'l', and paragraph 3 of Regulation (EU) 2020/1503.

(3) Members of the management and supervisory bodies of a crowdfunding service provider, as well as the authorized representative (prokurist), are subject to approval by the Commission prior to their registration in the Commercial Register, and natural persons representing legal entities - members of the management or supervisory body of a crowdfunding service provider, are subject to approval by the Commission prior to their appointment as representatives of the legal entities - members of the management or supervisory body of the crowdfunding service provider.

(4) For the issuance of the approval under paragraph 3, the crowdfunding service provider submits an application to the Commission with the data and documents attached thereto pursuant to Article 12, paragraph 2, letter 'l', and paragraph 3 of Regulation (EU) 2020/1503 and the implementing acts thereof.

(5) When the submitted data and documents are incomplete or additional information or evidence is required for the accuracy of the data, the Deputy Chairman sends a notice to the crowdfunding service provider and sets a deadline for eliminating the established incompleteness and discrepancies or for submitting additional information and documents, which may not be shorter than one month.

(6) When the notice under paragraph 5 is not received at the address for correspondence indicated by the applicant, the deadline for submitting the data, documents, and additional information under paragraph 5 runs from the publication of the notice on the Commission's website. The publication is certified by a protocol drawn up by officials designated by order of the Deputy Chairman.

(7) The Commission, upon the proposal of the Deputy Chairman, decides within one month from the submission of the application, and when additional information and documents have been requested - within one month from their receipt, respectively, from the expiration of the deadline under paragraph 5.

(8) The Commission may refuse to issue the approval under paragraph 3 if any of the persons does not meet the requirements of Article 12, paragraph 2, letter 'l', and paragraph 3 of Regulation (EU) 2020/1503 or if, by its activities or by its influence on decision-making, it may harm the security of the crowdfunding service provider or its operations.

(9) Paragraphs 3 - 8 do not apply to members of the management and supervisory bodies, as well as the authorized representative (prokurist) of a crowdfunding service provider, who hold the position of member of the management or supervisory body or authorized representative (prokurist) for which they have received approval from the Commission or from the Bulgarian National Bank under the Law on Markets in Financial Instruments, the Law on Credit Institutions, and the Law on Payment Services and Payment Systems.

Art. 168. (Am. - State Gazette, No. 52 of 2007, effective from 01.11.2007; repealed, No. 77 of 2011; new, No. 51 of 2022) (1) A person who owns 20 percent or more of the share capital or of the voting rights in a crowdfunding service provider must at all times meet the requirements of Article 12, paragraph 3, letter 'a' of Regulation (EU) 2020/1503.

(2) Persons who have decided to acquire 20 percent or more of the shareholding in a crowdfunding service provider notify the Commission in writing prior to the acquisition and provide the documents in accordance with Article 12, paragraph 3, letter 'a' of Regulation (EU) 2020/1503.

Art. 169. (Repealed - State Gazette, No. 77 of 2011; new, No. 51 of 2022) The Deputy Chairman, in accordance with Article 15, paragraph 2 of Regulation (EU) 2020/1503, determines the frequency and depth of the assessment of compliance by crowdfunding service providers with their obligations under the said regulation, for which purpose he may conduct or authorize officials of the Commission to conduct on-site inspections.

Art. 170. (Am. - State Gazette, No. 39 of 2005; repealed, No. 77 of 2011; new, No. 51 of 2022) (1) The Key Information Document for the investment under Article 23 of Regulation (EU) 2020/1503 is prepared in Bulgarian.

(2) When a crowdfunding service provider advertises a crowdfunding proposal through marketing messages in the Republic of Bulgaria, the Key Information Document for the investment is made available in Bulgarian.

Art. 171. (Am. and Supp. - State Gazette, No. 39 of 2005, repealed - State Gazette, No. 86 of 2006, effective from 01.01.2007; new, No. 51 of 2022) (1) Members of the management body and the supervisory body of the creator of the crowdfunding project and its authorized representative (prokurist) are jointly liable for damages caused by incorrect, misleading, or incomplete data in the Key Information Document for the investment or its translation, as well as in the absence of key information necessary for investors in deciding whether to finance the crowdfunding project. Persons under Article 18 of the Accounting Law are jointly liable with the persons under the first sentence for damages caused by incorrect, misleading, or incomplete data in the financial statements of the project creator. When the Key Information Document for the investment includes information from audited financial statements, the registered auditor is liable for damages caused by the financial statements audited by him.

(2) The Key Information Document for the investment shall state the names and positions, respectively the name, seat, and address of management of the persons under paragraph 1, who declare that, to the best of their knowledge, the information contained in the Key Information Document for the investment is true and complete.

Art. 172. (Am. - State Gazette, No. 52 of 2007; repealed, No. 77 of 2011; new, No. 51 of 2022) (1) Members of the management and supervisory bodies of the crowdfunding service provider, which provides individual portfolio management of loans, and its authorized representative (prokurist), are liable for the information contained in the Key Information Document for the investment at the platform level, and are jointly liable for damages caused by incorrect, misleading, or incomplete data in the Key Information Document for the investment at the platform level or its translation.

(2) The Key Information Document for the investment at the platform level shall state the names and positions, respectively the name, seat, and address of management of the persons under paragraph 1, who declare that, to the best of their knowledge, the information contained in the Key Information Document for the investment at the platform level is true and complete.

Art. 173. (Am. - State Gazette, No. 52 of 2007; No. 67 of 2008; repealed, No. 77 of 2011; new, No. 51 of 2022) Marketing messages of crowdfunding service providers are in Bulgarian.

Art. 174. (Am. - State Gazette, No. 39 of 2005, am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011; new, No. 51 of 2022) (1) The Commission may exercise the powers under Article 30, paragraph 1 of Regulation (EU) 2020/1503, in compliance with Article 30, paragraph 3 of the same regulation, to ensure compliance with the provisions of Regulation (EU) 2020/1503, this Chapter, and/or the implementing acts thereof.

(2) A natural or legal person who provides information to the Commission in accordance with Regulation (EU) 2020/1503, this Chapter, and/or the implementing acts thereof, does not commit a violation of the restrictions on disclosure of information imposed by virtue of a contract or by statutory, subordinate, or administrative provisions, and such person does not bear liability of any kind related to such notification.

Art. 175. (Am. - State Gazette, No. 39 of 2005; repealed, No. 77 of 2011; new, No. 51 of 2022) (1) In exercising its powers under Regulation (EU) 2020/1503, this Chapter, and/or the implementing acts thereof, and for the purposes of the said regulation, the Commission cooperates with ESMA and with the competent authorities of other Member States, as well as with the competent authorities responsible for supervising activities carried out by a crowdfunding service provider that are different from the activities covered by the license under Article 12 of Regulation (EU) 2020/1503.

(2) In exercising supervision to comply with the requirements of Articles 6, 20, and 24 of Regulation (EU) 2020/1503, the Commission, respectively the Deputy Chairman, exchanges information and cooperates with the Bulgarian National Bank. For the purposes of the first sentence, the Commission, respectively the Deputy Chairman, may request a reasoned opinion from the Bulgarian National Bank, which is provided within one month from receipt of the request.

Art. 176. (Supp. - State Gazette, No. 39 of 2005; repealed, No. 77 of 2011; new, No. 51 of 2022) In the cases under Article 37, paragraph 2 of Regulation (EU) 2020/1503, the Commission takes appropriate measures under Article 175 and/or Article 212a2 to protect investors and notifies the European Commission and ESMA.

Art. 177. (Am. - State Gazette, No. 52 of 2007, effective from 01.11.2007; repealed, No. 77 of 2011; new, No. 51 of 2022) (1) Crowdfunding service providers establish and apply appropriate internal procedures so that their employees can submit reports on violations through a special, independent, and separate communication channel for receiving reports on committed violations or the existence of reasonable suspicions of committed or impending violations of Regulation (EU) 2020/1503, this Chapter, and/or the implementing acts thereof.

(2) Persons working under an employment contract who have submitted a report on a violation or against whom a report on a violation has been submitted have the right to protection against disciplinary punishment under Article 187, paragraph 2 of the Labor Code.

(3) The Commission's Rules of Procedure under Article 13, paragraph 1, item 1 of the Law on the Commission for Financial Supervision determine procedures for working with reports on violations, which include:

requirements for the communication channel for receiving reports on violations;
the possibility of anonymous submission of reports on violations;
the procedure for examining reports on violations;
the type, content, and deadlines for providing feedback on the results of the report on a violation, which a person submitting a report may expect after reporting;
the confidentiality regime applicable to reports on violations, including a description of the circumstances under which the data of persons submitting a report on a violation and of natural persons considered responsible for the violations may be disclosed.

Art. 177a. (New - State Gazette, No. 39 of 2005; am., No. 52 of 2007; repealed, No. 77 of 2011; new, No. 54 of 2025) (1) The Commission, upon the proposal of the Deputy Chairman, in accordance with the requirements of Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on Digital Operational Resilience in the Financial Sector and amending Regulations (EC) No 1060/2009, (EU) No 648/2012, (EU) No 600/2014, (EU) No 909/2014 and (EU) 2016/1011 (OJ, L 333/1 of 27 December 2022), hereinafter referred to as "Regulation (EU) 2022/2554", and the implementing acts thereof, takes decisions to determine crowdfunding service providers to conduct penetration testing, to confirm the scope of testing, and to approve the use of internal persons conducting testing, as well as to require a change, if necessary, in the frequency of conducting testing.

(2) The Commission, upon the proposal of the Deputy Chairman, takes a decision that the testing under paragraph 1 has been carried out in accordance with the requirements of Regulation (EU) 2022/2554, the implementing acts thereof, and the testing documentation, and issues a certificate of its confirmation or determines the conduct of re-testing.

(3) The Commission adopts a regulation for the implementation of this Article.

Art. 177b. (New - State Gazette, No. 25 of 2026) (1) Crowdfunding service providers are obliged at all times to have a personal profile registered in the information system for secure electronic delivery as a module of the Electronic Government Portal within the meaning of the Electronic Management Law.

(2) The crowdfunding service provider notifies the Commission about its profile through the system under paragraph 1 within a 7-day period from the registration of the profile.

Art. 178. (Am. - State Gazette, No. 39 of 2005, supp. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011; new, No. 51 of 2022) Crowdfunding service providers, including credit institutions that have received a license from the Bulgarian National Bank to provide crowdfunding services, comply with the requirements of Regulation (EU) 2020/1503, this Chapter, and the implementing acts thereof.

Art. 179. (Am. - State Gazette, No. 39 of 2005; No. 52 of 2007; repealed, No. 77 of 2011; new, No. 51 of 2022) The Commission may determine additional requirements by regulation in connection with the implementation of this Chapter.

Chapter Fourteen
ISSUANCE AND REVOCATION OF LICENSE OF AN INVESTMENT COMPANY AND PERMISSION FOR THE ORGANIZATION AND MANAGEMENT OF A CONTRACTUAL FUND (Title am. - State Gazette, No. 39 of 2005; No. 52 of 2007, effective from 03.07.2007; repealed, No. 77 of 2011)

Art. 180. (Am. - State Gazette, No. 25 of 2007, effective from 01.11.2007; repealed, No. 77 of 2011)

Art. 181. (Am. - State Gazette, No. 25 of 2007; repealed, No. 77 of 2011)

Art. 182. (Supp - State Gazette, No. 86 of 2006; repealed, No. 77 of 2011)

Art. 183. (Am. - State Gazette, No. 39 of 2005, am., No. 34 of 2006, effective from 01.01.2008; repealed, No. 77 of 2011)

Art. 184. (Am. - State Gazette, No. 39 of 2005; repealed, No. 77 of 2011)

Art. 185. (Am. - State Gazette, No. 52 of 2007, effective from 03.07.2007, effective from 01.11.2007; repealed, No. 77 of 2011)

Chapter Fifteen
PUBLIC OFFERING OF SHARES OF AN INVESTMENT COMPANY AND SHARES OF A CONTRACTUAL FUND (Title supp. - State Gazette, No. 39 of 2005; repealed, No. 77 of 2011)

Art. 186. (Supp. - State Gazette, No. 39 of 2005; repealed, No. 77 of 2011)

Art. 187. (Am. - State Gazette, No. 52 of 2007, effective from 03.07.2007; supp., No. 39 of 2005; supp., No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011)

Art. 187a. (New - State Gazette, No. 61 of 2002, am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; am., No. 105 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011)

Art. 188. (Am. and supp. - State Gazette, No. 39 of 2005; repealed, No. 77 of 2011)

Art. 189. (Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011)

Art. 190. (Am. - State Gazette, No. 39 of 2005, am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011)

Art. 191. (Am. - State Gazette, No. 39 of 2005; am. and supp. No. 52 of 2007, effective from 03.07.2007; repealed, No. 77 of 2011)

Chapter Sixteen
OPEN-TYPE INVESTMENT COMPANY AND CONTRACTUAL FUND (Title supp. - State Gazette, No. 39 of 2005; repealed, No. 77 of 2011)

Art. 192. (Am. and supp. - State Gazette, No. 39 of 2005; am., No. 34 of 2006, effective from 01.01.2008; repealed, No. 77 of 2011)

Art. 193. (Am. - State Gazette, No. 52 of 2007, effective from 03.07.2007; repealed, No. 77 of 2011)

Art. 194. (Repealed - State Gazette, No. 77 of 2011)

Art. 195. (Am. - State Gazette, No. 61 of 2002, am., No. 86 of 2006, effective from 01.01.2007, No. 25 of 2007; No. 52 of 2007, effective from 01.11.2007; repealed, No. 77 of 2011)

Art. 196. (Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; No. 52 of 2007, effective from 01.11.2007; repealed, No. 77 of 2011)

Art. 197. (Am. - State Gazette, No. 52 of 2007, effective from 01.11.2007; repealed, No. 77 of 2011)

Art. 197a. (New - State Gazette, No. 39 of 2005, am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011)

Art. 197b. (New. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011)

Chapter Seventeen
(Closed - State Gazette, No. 77 of 2011)
CLOSED-TYPE INVESTMENT COMPANY

Art. 198. (Am. - State Gazette, No. 39 of 2005; repealed, No. 77 of 2011)

Art. 199. (Repealed - State Gazette, No. 77 of 2011)

Art. 200. (Am. - State Gazette, No. 52 of 2007, effective from 01.11.2007; repealed, No. 77 of 2011)

Art. 201. (Am. - State Gazette, No. 52 of 2007, effective from 01.11.2007; repealed, No. 77 of 2011)

Chapter Eighteen
(Closed - State Gazette, No. 77 of 2011)
MANAGING COMPANIES
Section I
(Closed - State Gazette, No. 77 of 2011)
General Provisions

Art. 202. (Am. and supp. - State Gazette, No. 86 of 2006, effective from 01.01.2007; am., No. 52 of 2007, effective from 01.11.2007; repealed, No. 77 of 2011)

Art. 203. (Am. - State Gazette, No. 52 of 2007, effective from 01.11.2007; repealed, No. 77 of 2011)

Section II
(Closed - State Gazette, No. 77 of 2011)
Issuance and Revocation of License

Art. 204. (Am. and supp. - State Gazette, No. 86 of 2006, effective from 01.01.2007, No. 25 of 2007; am., No. 52 of 2007, effective from 01.11.2007; supp., No. 43 of 2010; repealed, No. 77 of 2011)

Art. 205. (Am. and supp. - State Gazette, No. 86 of 2006, effective from 01.01.2007, am., No. 25 of 2007; No. 52 of 2007, effective from 01.11.2007; supp., No. 43 of 2010; repealed, No. 77 of 2011)

Art. 206. (Am. - State Gazette, No. 39 of 2005; supp., No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011)

Art. 207. (Am. - State Gazette, No. 39 of 2005, No. 34 of 2006, effective from 01.01.2008; repealed, No. 77 of 2011)

Art. 208. (Am. - State Gazette, No. 52 of 2007, effective from 01.11.2007; repealed, No. 77 of 2011)

Art. 209. (Am. - State Gazette, No. 39 of 2005; No. 52 of 2007, effective from 01.11.2007; repealed, No. 77 of 2011)

Section III
(Closed - State Gazette, No. 77 of 2011)
Requirements for the Activity of Managing Companies

Art. 210. (Am. - State Gazette, No. 52 of 2007, effective from 01.11.2007; am., No. 24 of 31.03.2009, effective from 31.03.2009; repealed, No. 77 of 2011)

Art. 211. (Supp. - State Gazette, No. 39 of 2005; repealed, No. 77 of 2011)

Chapter Eighteen "a"
(New - State Gazette, No. 39 of 2005, effective from the date of entry into force of the Treaty of Accession of the Republic of Bulgaria to the European Union, am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011) CARRYING OUT ACTIVITIES FROM A MANAGING COMPANY IN A MEMBER STATE.
CARRYING OUT ACTIVITIES IN THE REPUBLIC OF BULGARIA FROM MANAGING COMPANIES WITH SEAT IN A MEMBER STATE.
PUBLIC OFFERING OF SHARES OF COLLECTIVE INVESTMENT SCHEMES IN THE REPUBLIC OF BULGARIA

Section I
(Title am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011) Carrying out activities from managing companies in a member state

Art. 211a. (Am. - State Gazette, No. 52 of 2007, effective from 01.11.2007 repealed, No. 77 of 2011)

Art. 211b. (Repealed - State Gazette, No. 77 of 2011)

Art. 211c. (Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011)

Section II
(Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011) Carrying out activities in the Republic of Bulgaria from managing companies with seat in a member state

Art. 211d. (Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; No. 52 of 2007; repealed, No. 77 of 2011)

Art. 211e. (Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011)

Art. 211f. (Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; No. 52 of 2007, effective from 01.11.2007; repealed, No. 77 of 2011)

Art. 211g. (Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011)

Section III
(Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011) Public offering of shares of collective investment schemes with seat in a member state, in the Republic of Bulgaria

Art. 211h. (Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; No. 52 of 2007; repealed, No. 77 of 2011)

Art. 211i. (Am. and supp. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011)

Art. 211k. (Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; No. 52 of 2007; repealed, No. 77 of 2011)

Section IV
(Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011) Public offering of shares of collective investment schemes from third countries in the Republic of Bulgaria

Art. 211l. (Am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011)

Part Five
FORCED ADMINISTRATIVE MEASURES AND ADMINISTRATIVE PENALTY LIABILITY
Chapter Nineteen
FORCED ADMINISTRATIVE MEASURES

Art. 212. (Am. - State Gazette, No. 39 of 2005; am., No. 34 of 2006, effective from 01.01.2008; am., No. 52 of 2007, effective from 01.11.2007; supp., No. 43 of 2010; am. and supp., No. 62 of 2017; am., No. 95 of 2017, effective from 01.01.2018; supp., No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; am. and supp., No. 64 of 2020, effective from 21.08.2020; am. and supp., No. 51 of 2022) (1) (Am. - State Gazette, No. 39 of 2005; am., No. 34 of 2006, effective from 01.01.2008; am., No. 52 of 2007, effective from 01.11.2007; am., No. 62 of 2017; supp., No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; supp., No. 64 of 2020, effective from 21.08.2020; am. and supp., No. 51 of 2022) When it establishes that supervised persons, their employees, persons who perform managerial functions by contract or conclude transactions on behalf of supervised persons, their liquidators or trustees, as well as trustees of bondholders, by action or inaction violate this law, the implementing acts thereof, and/or the applicable acts of the European Union, with the exception of Chapter Six and Chapter Thirteen of this law, Regulation (EU) 2017/1129, Regulation (EU) 2020/1503, and the implementing acts thereof, decisions of the Commission or of the Deputy Chairman of approved internal acts of "Central Depository" - AD, as well as when the exercise of supervisory activities by the Commission or by the Deputy Chairman is obstructed or the interests of investors are endangered, the Commission, respectively the Deputy Chairman may:

oblige them to take specific measures necessary to prevent and eliminate the violations, the harmful consequences thereof, or the danger to the interests of investors, within a deadline set by it;
at a scheduled agenda, convene a general meeting and/or schedule a meeting of the management or supervisory bodies of the persons under its supervision to take decisions on the measures that must be taken;
(am. - State Gazette, No. 61 of 2002) to inform the public about activity that endangers the interests of investors;
(am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; am., No. 62 of 2017) to suspend for a period of up to 10 consecutive working days the sale or execution of transactions with specific securities;
(repealed - State Gazette, No. 64 of 2020, effective from 21.08.2020);
(am. - State Gazette, No. 39 of 2005) to order in writing a supervised person to release one or more persons authorized to manage and represent the respective person, and to withdraw their management and representation rights until their release;
to appoint custodians in the cases provided for in this law;
(am. - State Gazette, No. 39 of 2005) to appoint a registered auditor to carry out a financial or other audit of a supervised person according to requirements determined by the Deputy Chairman; the expenses are borne by the audited person;
(new - State Gazette, No. 39 of 2005; repealed, No. 64 of 2020, effective from 21.08.2020).
(New - State Gazette, No. 62 of 2017) to permanently suspend the sale or execution of transactions with specific securities of a public company, if any of the following conditions exist:
a) for more than 6 months, the number of members of the management or supervisory board of the company is less than the minimum provided by law; b) for more than one year, the company cannot be found at the publicly announced addresses for management and correspondence or through other means of communication; c) for one year, the company does not fulfill its obligations under Art. 100n; d) for one year, the company does not fulfill its obligations under Art. 115, para. 1; e) the company is in liquidation proceedings that have not been completed for more than three years from the registration of the liquidation proceedings in the commercial register. (2) (New - State Gazette, No. 61 of 2002, am., No. 39 of 2005) A compulsory administrative measure is also the withdrawal of a license for carrying out activity provided for in this law, except in cases where the person has explicitly waived the issued license. (3) (Previous para. 2 - State Gazette, No. 61 of 2002) The measures under para. 1, item 6 are not applied to public companies and issuers of securities. (4) (Previous para. 3 - State Gazette, No. 61 of 2002, am., No. 39 of 2005; am., No. 52 of 2007, effective from 01.11.2007; repealed, No. 62 of 2017). (5) (Previous para. 4 - State Gazette, No. 61 of 2002, am., No. 39 of 2005; repealed, No. 62 of 2017). (6) (Previous para. 5 - State Gazette, No. 61 of 2002, am., No. 39 of 2005; repealed, No. 52 of 2007, effective from 01.11.2007). (7) (Previous para. 6 - State Gazette, No. 61 of 2002, am. and sup., No. 39 of 2005, am., No. 34 of 2006, effective from 01.01.2008; am., No. 95 of 2017, effective from 01.01.2018) Upon request of the Commission, the Registry Agency registers the circumstances, respectively publishes the acts under para. 1 in the commercial register. (8) (New - State Gazette, No. 43 of 2010; repealed, No. 103 of 2012). (9) (New - State Gazette, No. 43 of 2010; repealed, No. 103 of 2012).

Art. 212a. (New - State Gazette, No. 42 of 2016; am. and sup., No. 62 of 2017; am., No. 95 of 2017, effective from 01.01.2018; sup., No. 15 of 2018, effective from 16.02.2018; am., No. 67 of 2025, effective from 01.01.2026; am., No. 99 of 2025) (1) (Am. - State Gazette, No. 95 of 2017, effective from 01.01.2018; am., No. 99 of 2025) When it establishes that an issuer has not fulfilled its obligation to publicly disclose in the statutory period the information under Art. 100n, 100o, Art. 100s, para. 1, Art. 100f 2 and Art. 111a, the Commission, respectively the Deputy Chairman, may:
1. inform the public that the issuer does not comply with its obligations, as well as
2. oblige the issuer within a specified period to take specific measures necessary to prevent and eliminate the violations, the harmful consequences thereof or the danger to the interests of investors.
(2) (Am. - State Gazette, No. 95 of 2017, effective from 01.01.2018; am., No. 99 of 2025) When it establishes that a natural or legal person has not fulfilled in the statutory period its obligation to disclose shareholding under Art. 145, 146, 148, 148a and 148zh, the Commission, respectively the Deputy Chairman, may:
1. inform the public that the person does not comply with its obligations;
2. impose a temporary ban on the exercise of voting rights by these persons in the general meeting of the public company;
3. oblige the person within a specified period to take specific measures necessary to prevent and eliminate the violations, the harmful consequences thereof or the danger to the interests of investors.
(3) A compulsory administrative measure under para. 1, item 2 may also be applied to the management and control bodies of the legal person or to the person with management authority in the unincorporated company.
(4) Compulsory administrative measures under para. 2, items 2 and 3 may also be applied to the management and control bodies of the legal person.
(5) (New - State Gazette, No. 62 of 2017; repealed, No. 67 of 2025, effective from 01.01.2026) .
(6) (Previous para. 5 - State Gazette, No. 62 of 2017; am., No. 15 of 2018, effective from 16.02.2018; repealed, No. 99 of 2025).
(7) (New - State Gazette, No. 15 of 2018, effective from 16.02.2018; repealed, No. 99 of 2025).
(8) (New - State Gazette, No. 15 of 2018, effective from 16.02.2018; repealed, No. 99 of 2025).

Art. 212a 1. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) (1) To ensure compliance with the provisions of Regulation (EC) 2017/1129, Chapter Six and the implementing acts thereof, the Commission may:

temporarily suspend public offering or admission of securities to trading on a regulated market for no more than 10 consecutive working days for each separate case, if there are sufficient grounds to believe that the relevant provisions of Regulation (EC) 2017/1129, Chapter Six and/or the implementing acts thereof have been violated;
prohibit or suspend advertising messages or require from the issuers, offerors or from the persons who seek admission of securities to trading on a regulated market, or from the respective investment intermediaries to temporarily suspend or cease advertising messages for no more than 10 consecutive working days for each separate case, if there are sufficient grounds to believe that the relevant provisions of Regulation (EC) 2017/1129, Chapter Six and/or the implementing acts thereof have been violated;
prohibit the execution of public offering or admission of securities to trading on a regulated market, when it establishes that there is a violation of the relevant provisions of Regulation (EC) 2017/1129, Chapter Six and/or the implementing acts thereof, or if there are sufficient grounds to believe that their provisions will be violated;
suspend or require from the respective regulated markets, multilateral trading systems or organized trading systems to suspend trading on the regulated market, the multilateral trading system or the organized trading system for no more than 10 consecutive working days for each separate case, if there are sufficient grounds to believe that the relevant provisions of Regulation (EC) 2017/1129, Chapter Six and/or the implementing acts thereof have been violated;
prohibit trading on a regulated market, multilateral trading system or organized trading system, when it establishes that there is a violation of the relevant provisions of Regulation (EC) 2017/1129, Chapter Six and/or the implementing acts thereof;
suspend or require from the respective regulated markets, multilateral trading systems or organized trading systems to suspend trading of the securities, when it considers that the state of the issuer is such that trading would harm the interests of investors;
suspend or restrict public offering or admission of securities to trading on a regulated market in cases where the Commission has imposed a ban or restriction under Art. 42 of Regulation (EC) No 600/2014 until the cancellation of the ban or restriction;
require from the issuers to disclose all material information that may affect the assessment of publicly offered or admitted to trading on a regulated market securities, to ensure protection of investors or smooth functioning of the market;
permanently suspend the public offering or trading with the securities, when it refuses to approve a supplement to the prospectus in the cases under Art. 89s, para. 3.
(2) When it establishes that a person has committed a violation of Regulation (EC) 2017/1129, Chapter Six and/or the implementing acts thereof, as well as when the control activity of the Commission is obstructed, the Commission may oblige the person to take specific measures necessary to prevent and/or eliminate the violation, the harmful consequences thereof or the danger to the interests of investors, within a period determined by it.

Art. 212a 2. (New - State Gazette, No. 51 of 2022) (1) To ensure compliance with the provisions of Regulation (EC) 2020/1503, Chapter Thirteen and/or the implementing acts thereof, the Commission may:

suspend a crowdfunding offering for no more than 10 consecutive working days for each separate case, when there are grounds for suspicion that there is a violation of Regulation (EC) 2020/1503;
prohibit or suspend marketing messages or require from the crowdfunding service providers or from the third parties, designated to perform functions in connection with the provision of crowdfunding services, to cease or suspend marketing messages for no more than 10 consecutive working days for each separate case, when there are grounds to believe that there is a violation of Regulation (EC) 2020/1503;
prohibit a crowdfunding offering, when it establishes that there is a violation of Regulation (EC) 2020/1503, or when there are grounds for suspicion that it will be violated;
suspend or require from the respective crowdfunding service provider to suspend the provision of crowdfunding services for no more than 10 consecutive working days for each separate case, when there are grounds to believe that there is a violation of Regulation (EC) 2020/1503;
prohibit the provision of crowdfunding services, when it establishes that Regulation (EC) 2020/1503 has been violated;
disclose the fact that a crowdfunding service provider or a third party, designated to perform functions in connection with the provision of crowdfunding services, does not fulfill its obligations;
disclose or require from the crowdfunding service provider or from the third party, designated to perform functions in connection with the provision of crowdfunding services, to disclose all material information that may have an impact on the provision of the crowdfunding service, to ensure protection of investors or smooth functioning of the market;
suspend or require from the crowdfunding service provider or from the third party, designated to perform functions in connection with providing crowdfunding services, to suspend the provision of crowdfunding services, when it considers that the position of the crowdfunding service provider is such that the provision of the crowdfunding service would harm the interests of investors;
order the transfer of existing contracts to another crowdfunding service provider, in case the license of the crowdfunding service provider is withdrawn in accordance with Art. 17, paragraph 1, first subparagraph, letter 'v' of Regulation (EC) 2020/1503 with the consent of the clients and the receiving crowdfunding service provider;
prohibit a member of the management body of the legal person, who is responsible for the violation, or any other natural person, for whom it is considered that bears responsibility for the violation, from performing management functions at crowdfunding service providers.
(2) When it establishes that a person has committed a violation of Regulation (EC) 2020/1503, Chapter Thirteen and/or the implementing acts thereof, as well as when the control activity of the Commission is obstructed, the Commission may oblige the person to take specific measures necessary to prevent and/or eliminate the violation, the harmful consequences thereof or the danger to the interests of investors, within a period determined by it. (3) When it establishes that a credit institution - a crowdfunding service provider, carries out its activity in violation of Regulation (EC) 2020/1503, Chapter Thirteen and/or the implementing acts thereof, the Commission may apply the measures under para. 1 and 2. The Commission notifies the Bulgarian National Bank about the application of a measure against a credit institution - a crowdfunding service provider. (4) The Commission may propose to the Bulgarian National Bank to withdraw the permission of a credit institution to carry out activity as a crowdfunding service provider, when the respective person systematically violates the provisions of Regulation (EC) 2020/1503, Chapter Thirteen and/or the implementing acts thereof. The Bulgarian National Bank notifies the Commission of its decision within a period of one month from the receipt of the Commission's proposal.

Art. 212a 3. (New - State Gazette, No. 54 of 2025) (1) To ensure compliance with Regulation (EC) 2022/2554 or the implementing acts thereof:

the Deputy Chairman may apply the measure under Art. 212, para. 1, item 1;
the Commission may apply the measure under Art. 50, paragraph 4, letter 'd' of the same regulation.
(2) When applying the administrative measure under para. 1, the Deputy Chairman and the Commission take into account the circumstances under Art. 51, paragraph 2 of Regulation (EC) 2022/2554.

Art. 212a 4. (New - State Gazette, No. 67 of 2025) To ensure compliance with the provisions of this law, Regulation (EC) 2023/2631 and/or the implementing acts thereof, the Commission, respectively the Deputy Chairman, may:

order the responsible natural or legal person within a specified period to take specific measures necessary to prevent and eliminate the violations, the harmful consequences thereof or the danger to the interests of investors;
require from the issuers to publish the information documents regarding European green bonds, specified in Art. 10 of Regulation (EC) 2023/2631, or to include in these information documents the information specified in Annex I to the same regulation;
require from the issuers of European green bonds to publish the results of external audit checks and assessments;
require from the issuers of European green bonds to publish annual reports on the allocation of proceeds or to include in the annual reports on the allocation of proceeds the information specified in Annex II to Regulation (EC) 2023/2631;
require from the issuers of European green bonds to publish an impact report or to include in the impact report the information specified in Annex III to Regulation (EC) 2023/2631;
require from the issuers of European green bonds to notify the Commission about the publication in accordance with Art. 15, paragraph 4 of Regulation (EC) 2023/2631;
require the issuers to include the elements under Art. 21 of Regulation (EC) 2023/2631 in their periodic disclosure of information after issuance;
publicly disclose that an issuer of bonds offered on the market as environmentally sustainable within the meaning of Art. 2, item 5 of Regulation (EC) 2023/2631, or of bonds related to sustainability within the meaning of Art. 2, item 6 of Regulation (EC) 2023/2631, does not comply with the provisions of Art. 21 of the same regulation, and require from the issuer to publish this information on its website;
require from the auditors and the management body of the issuer to present relevant information and documents;
suspend a given offering or admission to trading on a regulated market of European green bonds for no more than 10 consecutive working days for each separate case, if there are sufficient grounds to believe that the issuer of European green bonds has not fulfilled an obligation under Art. 10 - 15, 18 or 19 of Regulation (EC) 2023/2631;
prohibit a given offering or admission to trading on a regulated market of European green bonds, if there are sufficient grounds to believe that the issuer continues not to fulfill an obligation under Art. 10 - 15, 18 or 19 of Regulation (EC) 2023/2631;
suspend the advertising messages for no more than 10 consecutive working days or require from the issuers of European green bonds or from the respective financial intermediaries to suspend the advertising messages for no more than 10 consecutive working days for each separate case, if there are sufficient grounds to believe that the issuer has not fulfilled an obligation under Art. 10 - 15, 18 or 19 of Regulation (EC) 2023/2631;
prohibit the advertising messages or require from the issuer of European green bonds or from the investment intermediaries to cease the advertising messages, if there are sufficient grounds to believe that the issuer continues not to fulfill an obligation under Art. 10 - 15, 18 or 19 of Regulation (EC) 2023/2631;
publicly disclose the fact that an issuer of European green bonds does not comply with the provisions of Regulation (EC) 2023/2631, specifying the type of violation, data on the natural or legal person responsible for the violation, and require from the issuer to publish this information on its website;
prohibit an issuer from issuing European green bonds for a period of no longer than one year, in case of violation of Art. 10 - 15, 18 or 19 of Regulation (EC) 2023/2631;
publicly disclose within a period of three months after sending the request under item 13 the fact that the issuer of European green bonds no longer complies with Art. 3 of Regulation (EC) 2023/2631 in connection with the use of the designation "European green bond" or "EuGB", and require from the issuer to publish this information on its website.

Art. 212b. (New - State Gazette, No. 42 of 2016; am., No. 95 of 2017, effective from 01.01.2018; am. and sup., No. 64 of 2020, effective from 21.08.2020; sup., No. 51 of 2022; sup., No. 67 of 2025) (1) (Previous text of Art. 212b - State Gazette, No. 64 of 2020, effective from 21.08.2020) When applying the administrative measures under Art. 212a, para. 1, item 2 and para. 2, items 2 and 3, the Commission, respectively the Deputy Chairman, takes into account all circumstances that are relevant, including, when applicable - those specified in Art. 222a. (2) (New - State Gazette, No. 64 of 2020, effective from 21.08.2020) When applying the administrative measures under Art. 212a 1, the Commission takes into account all circumstances specified in Art. 39, paragraph 1 of Regulation (EC) 2017/1129. (3) (New - State Gazette, No. 51 of 2022) When applying the administrative measures under Art. 212a 2, the Commission takes into account all circumstances specified in Art. 40, paragraph 1 of Regulation (EC) 2020/1503. (4) (New - State Gazette, No. 67 of 2025) When applying the administrative measures under Art. 212a 4, the Commission, respectively the Deputy Chairman, takes into account all circumstances specified in Art. 50, paragraph 1 of Regulation (EC) 2023/2631.

Art. 213. (Am. - State Gazette, No. 39 of 2005; sup., No. 43 of 2010; am., No. 103 of 2012; am. and sup., No. 42 of 2016; am., No. 62 of 2017; am., No. 95 of 2017, effective from 01.01.2018; sup., No. 77 of 2018, effective from 01.01.2019; am., No. 94 of 2019; am., No. 64 of 2020, effective from 21.08.2020; am., No. 51 of 2022; am., No. 54 of 2025; sup., No. 67 of 2025; am., No. 25 of 2026) (1) (Am. - State Gazette, No. 39 of 2005; sup., No. 43 of 2010; am., No. 103 of 2012; am., No. 95 of 2017, effective from 01.01.2018; sup., No. 67 of 2025) The proceedings for the application of compulsory administrative measures under Art. 212, para. 1, item 1, Art. 212a, para. 1, item 2 and Art. 212a, para. 2, item 3, as well as under Art. 212a 4 with respect to initiators, begin by initiative of the Deputy Chairman, and in the remaining cases - by initiative of the Commission. (2) (Am. - State Gazette, No. 42 of 2016; am., No. 94 of 2019; am., No. 25 of 2026) The notification and communication in the proceedings under para. 1 are carried out according to the procedure of Art. 18a, para. 4 of the Administrative Procedure Code and upon application of Art. 61 of the same code. The notification, respectively communication, is considered to be carried out on the day of withdrawal of the notification, respectively communication, by the addressee. In case the notification or communication is not withdrawn within a 7-day period from its sending, the notification, respectively communication, is considered to be carried out on the first day after the expiration of this period. (3) (Am. - State Gazette, No. 8 of 2003, am. and sup., No. 39 of 2005; am., No. 42 of 2016; am., No. 95 of 2017, effective from 01.01.2018; sup., No. 67 of 2025; am., No. 25 of 2026) When the information under Art. 18a, para. 4 of the Administrative Procedure Code is not available, the notifications and communications are carried out according to the procedure of Art. 18a, para. 8 of the same code. When the notification and communication cannot be carried out according to the first sentence, it is considered to be carried out with the publication of the notification, respectively communication, on the website of the Commission. The publication is certified by a protocol drawn up by officials designated by order of the Chairman of the Commission.

(4) (Am. - State Gazette, No. 39 of 2005; supp., No. 43 of 2010; am., No. 103 of 2012; supp., No. 42 of 2016; am., No. 95 of 2017, in force from 01.01.2018; am., No. 64 of 2020, in force from 21.08.2020; am., No. 51 of 2022; am., No. 54 of 2025; supp., No. 67 of 2025.) The forced administrative measures under Art. 212, para. 1, item 1, Art. 212a, para. 1, item 2 and para. 2, item 3 and Art. 212a 3, para. 1, as well as under Art. 212a 4 with respect to initiators, are applied by a written reasoned decision of the Deputy Chairman, while the forced administrative measures under Art. 212, para. 1, items 2, 3, 4, 6, 7, 8 and 10, Art. 212a, para. 2, item 2, Art. 212a 1 and Art. 212a 2 are applied by a written reasoned decision of the Commission, which is communicated to the interested party within a 7-day period from its issuance. The power under Art. 212a, para. 1, item 1 and para. 2, item 1, Art. 212a 1, as well as under Art. 212a 4 in the cases under Art. 8, para. 6 and Art. 212a 2 is exercised by the Commission.

(5) (New - State Gazette, No. 77 of 2018, in force from 01.01.2019.) The individual administrative acts under para. 4 are subject to appeal before the Administrative Court - Sofia Region.

Art. 214. (1) (Rev. - State Gazette, No. 39 of 2005).

(2) (Supp. - State Gazette, No. 61 of 2002, am., No. 39 of 2005.) The decision for applying a forced administrative measure is subject to immediate execution, regardless of whether it is appealed.

Art. 215. (Am. - State Gazette, No. 30 of 2006, in force from 12.07.2006.) To the extent that special rules are not provided for in this chapter, the corresponding provisions of the Administrative Procedure Code apply.

Chapter Twenty
(Rev. - State Gazette, No. 77 of 2011)
QUESTOR

Art. 216. (Am. - State Gazette, No. 39 of 2005; rev., No. 52 of 2007, in force from 01.11.2007; rev. - State Gazette, No. 77 of 2011.)

Art. 217. (Am. - State Gazette, No. 52 of 2007, in force from 01.11.2007; rev. - State Gazette, No. 77 of 2011.)

Art. 218. (Am. - State Gazette, No. 39 of 2005; rev. - State Gazette, No. 77 of 2011.)

Art. 219. (Rev. - State Gazette, No. 77 of 2011.)

Art. 220. (Am. - State Gazette, No. 39 of 2005; rev. - State Gazette, No. 77 of 2011.)

Chapter Twenty-One
ADMINISTRATIVE PENAL RESPONSIBILITY AND PROPERTY SANCTIONS

Art. 221. (Am. - State Gazette, No. 61 of 2002; No. 8 of 2003; No. 39 of 2005.. No. 84 of 2006, in force from 01.01.2007, am. and supp., No. 86 of 2006 in force from 01.01.2007; am., No. 25 of 2007; No. 52 of 2007, in force from 01.11.2007; am., No. 23 of 2009, in force from 27.03.2009; supp., No. 43 of 2010; am., No. 57 of 2011; itam., No. 77 of 2011; am. and supp., No. 103 of 2012; am. and supp., No. 109 of 2013, in force from 20.12.2013; am. and supp., No. 42 of 2016; am. and supp., No. 62 of 2017; am., No. 83 of 2019, in force from 24.04.2020; am. and supp., No. 26 of 2020; the entry into force of No. 83 of 2019 amended on 24.10.2020, No. 28 of 2020, in force from 13.03.2020; the entry into force amended on 20.08.2020, No. 64 of 2020, in force from 18.07.2020; am. and supp., No. 64 of 2020, in force from 21.08.2020; am. and supp., No. 51 of 2022; supp., No. 54 of 2025; am. and supp., No. 67 of 2025; am., No. 25 of 2026; am., No. 71 of 2026, in force from 07.08.2026; supp., No. 88 of 2026, in force from 25.09.2026 g.) (1) (Am. - State Gazette, No. 61 of 2002, No. 8 of 2003, No. 39 of 2005, No. 84 of 2006, in force from 01.01.2007, am. and supp., No. 86 of 2006 in force from 01.01.2007; supp., No. 43 of 2010.) Whoever commits or permits the commission of a violation of:

(am. - State Gazette, No. 52 of 2007, in force from 01.11.2007, and regarding the replacement, in force from 03.07.2007; am., No. 77 of 2011; am. and supp., No. 103 of 2012; am., No. 109 of 2013, in force from 20.12.2013; am., No. 71 of 2026, in force from 07.08.2026 g.) Art. 100sh, para. 1 and 2, Art. 119, para. 3 or of the normative acts for the application of the law, shall be punished with a fine in the amount of 250 to 500 euros;
(am. - State Gazette, No. 84 of 2006, in force from 01.01.2007, supp., No. 86 of 2006 in force from 01.01.2007, am., No. 25 of 2007; No. 52 of 2007, in force from 01.11.2007, and regarding the replacement, in force from 03.07.2007; am., No. 23 of 2009, in force from 27.03.2009; am., No. 77 of 2011; am., No. 103 of 2012; supp., No. 109 of 2013, in force from 20.12.2013; am., No. 42 of 2016; am. and supp,, No. 62 of 2017; am. and supp., No. 26 of 2020; am., No. 64 of 2020, in force from 21.08.2020; supp., No. 51 of 2022; am., No. 71 of 2026, in force from 07.08.2026; supp., No. 88 of 2026, in force from 25.09.2026 g.) Article 77b, para. 5, Art. 77e, para. 7, Art. 89i, para. 2, 3 and 4, Art. 89k, para. 3, Art. 89m, Art. 89s, para. 1 and 2, Art. 89t, para. 1 and 2, Art. 100a, para. 2 and 3, Art. 100b, para. 3, 5, 7 and 8, Art. 100e, Art. 100zh, para. 4, Art. 100i, Art. 100k, para. 3, Art. 100p, para. 2 and 3, 100t, 100f, Art. 100h, para. 3 and 5, Art. 100ts, para. 1, 2, 3, 5, 6 and 7, Art. 100ch, para. 2 and 3, Art. 110, para. 6, para. 7, second sentence and para. 9, Art. 110v, para. 1 - 3, Art. 110g, Art. 111, para. 6, first and second sentences, Art. 112b, para. 12, Art. 115, para. 1, para. 2, 4-8, 10 and 12 and Art. 115 a and, Art. 115b, Art. 115v, para. 4 and 5, Art. 115g, para. 3, 5 and 7, Art. 116, para. 3, 5 - 7, Art. 116a, para. 2 - 7 and Art. 116a 1, Art. 116v, para. 1 - 7, Art. 117, Art. 118, para. 3, second sentence, Art. 120a, para. 1 - 3, Art. 120v, para. 1, Art. 122, para. 3, Art. 131a, Art. 151, para. 3 - 6, Art. 151a, para. 4, Art. 154, para. 1 and 3, Art. 155, para. 5, Art. 157, Art. 157a, para. 7, Art. 166, para. 4 and Art. 168, para. 1 and 2, shall be punished with a fine in the amount of 500 to 1000 euros;
(am. - State Gazette, No. 86 of 2006 in force from 01.01.2007; No. 52 of 2007, , in force from 01.11.2007, and regarding the replacement, in force from 03.07.2007; am., No. 77 of 2011; am., No. 103 of 2012; supp., No. 109 of 2013, in force from 20.12.2013; supp., No. 42 of 2016; am. and supp., No. 62 of 2017; am., No. 83 of 2019, in force from 24.04.2020; supp., No. 26 of 2020; the entry into force of No. 83 of 2019 amended on 24.10.2020, No. 28 of 2020, in force from 13.03.2020; the entry into force amended on 20.08.2020, No. 64 of 2020, in force from 18.07.2020; am. and supp., No. 64 of 2020, in force from 21.08.2020; supp., No. 51 of 2022; am., No. 71 of 2026, in force from 07.08.2026 g.) Article 77a, para. 3 and 4, Art. 77g, Art. 77n, para. 1, 2, 4 and 12, Art. 77r, Art. 77ch , Art. 89v, Art. 89g, para. 1, 3 and 5, Art. 89z, Art. 89k, para. 1, second sentence, para. 2 - 4, Art. 89r, para. 1 and 2, Art. 100a, para. 1, 5, 7 and 8, Art. 100v, para. 1, Art. 100zh, para. 1 and 2, Art. 100o 1, Art. 100sh, para. 4, Art. 110, para. 3, Art. 111, para. 2, 5, 7 - 10, Art. 112, para. 4 and 5, Art. 112b, para. 3, first sentence, and para. 8, Art. 112d, Art. 114a, para. 8 and 9, Art. 115v, para. 7, Art. 116g, para. 1, 3 and 5, Art. 119, para. 9, second sentence, para. 10 and 11, Art. 126, para. 2, Art. 126e, para. 4, Art. 126zh, para. 1, Art. 127a, para. 5 and 6, Art. 133, para. 3, Art. 135, Art. 148b, Art. 148v, para. 1, Art. 149, para. 5, Art. 167, para. 2 and 3, § 7, para. 2 and § 10, para. 5 from the transitional and final provisions, shall be punished with a fine in the amount of 1500 to 2500 euros;
(supp. - State Gazette, No. 86 of 2006 in force from 01.01.2007; am., No. 52 of 2007, in force from 01.11.2007, and regarding the replacement, in force from 03.07.2007; am., No. 23 of 2009, in force from 27.03.2009; am., No. 57 of 2011; am., No. 77 of 2011; am., No. 103 of 2012; am., No. 109 of 2013, in force from 20.12.2013; am., No. 62 of 2017; am. and supp., No. 26 of 2020; am. and supp., No. 64 of 2020, in force from 21.08.2020; am., No. 71 of 2026, in force from 07.08.2026 g.) Article 100m, para. 1 and 2, Art. 100g, para. 2-6 and para. 8 - 10, Art. 114, para. 2, 13 and para. 14, first sentence, Art. 114a, para. 1, 2, 4 and 7, Art. 114b, Art. 115, para. 13, Art. 116b, Art. 126b, para. 4, Art. 128, para. 4, Art. 134, para. 1 and 2, Art. 139, para. 2 and 4, Art. 149, para. 1, 2, 6 and 8, Art. 149a, para. 2, 3 and 5, Art. 149b, para. 2, Art. 150, para. 10, Art. 157b, para. 2 and § 8 from the transitional and final provisions, shall be punished with a fine in the amount of 3500 to 5000 euros.

5.(new - State Gazette, No. 43 of 2010; am., No. 71 of 2026, in force from 07.08.2026 g.) Regulation 1060/2009 shall be punished with a fine in the amount of 5000 to 10 000 euros.

(new - State Gazette, No. 64 of 2020, in force from 21.08.2020; am. and supp., No. 51 of 2022; am., No. 25 of 2026; am., No. 71 of 2026, in force from 07.08.2026 g.) Article 3, 5 and 6, Art. 7, paragraphs 1 - 11 and 12a, Art. 8, 9 and 10, Art. 11, paragraphs 1 and 3, Art. 14a, paragraph 1 and Art. 15a, paragraph 1, Art. 16, paragraphs 1, 2 and 3, Art. 17 and 18, Art. 19, paragraphs 1 - 3, Art. 20, paragraph 1, Art. 21, paragraphs 1 - 4 and paragraphs 7 - 11, Art. 22, paragraphs 2 - 5, Art. 23, paragraphs 1-3, 4a and 5 and Art. 27 of Regulation (EC) 2017/1129 and Art. 89ch, para. 1, shall be punished with a fine of 500 to 350 000 euros or up to the amount of the realized profit or the avoided loss resulting from the violation, when their size can be determined.
(new - State Gazette, No. 51 of 2022; am., No. 71 of 2026, in force from 07.08.2026 g.) Article 3, 4 and 5, Art. 6, paragraphs 1 - 6, Art. 7, paragraphs 1 - 4, Art. 8, paragraphs 1 - 6, Art. 9, paragraphs 1 and 2, Art. 10, Art. 11, Art. 12, paragraph 1, Art. 13, paragraph 2, Art. 15, paragraph 3, Art. 16, paragraph 1, Art. 18, paragraphs 1 and 4, Art. 19, paragraphs 1 - 6, Art. 20, paragraphs 1 and 2, Art. 21, paragraphs 1 - 7, Art. 22, Art. 23, paragraphs 2 - 13, Art. 24, 25, 26 and Art. 27, paragraphs 1 - 3 of Regulation (EU) 2020/1503, shall be punished with a fine of 500 to 250 000 euros.
(new - State Gazette, No. 54 of 2025; am., No. 71 of 2026, in force from 07.08.2026 g.) Articles 5 - 14, 16 - 19 and 24 - 30 of Regulation (EU) 2022/2554, shall be punished with a fine in the amount of 5000 to 10 000 euros.
(new - State Gazette, No. 67 of 2025; am., No. 71 of 2026, in force from 07.08.2026 g.) Articles 10 - 15, 18 and 19 of Regulation (EU) 2023/2631 or of the acts for its application, shall be punished with a fine in the amount of 500 to 25 000 euros or up to the amount of the realized profit or the avoided loss resulting from the violation, when their size can be determined;
(new - State Gazette, No. 67 of 2025; am., No. 71 of 2026, in force from 07.08.2026 g.) Article 21 of Regulation (EU) 2023/2631 or of the acts for its application and Art. 100e 1, shall be punished with a fine in the amount of 250 to 25 000 euros or up to the amount of the realized profit or the avoided loss resulting from the violation, when their size can be determined.

(2) (New - State Gazette, No. 61 of 2002; supp., No. 43 of 2010.) In case of repeated violation under para. 1, the guilty person shall be punished with a fine in the amount as follows:

(am. - State Gazette, No. 103 of 2012; am., No. 71 of 2026, in force from 07.08.2026 g.) for violations under para. 1, item 1 - from 500 to 1000 euros;
(am. - State Gazette, No. 71 of 2026, in force from 07.08.2026 g.) for violations under para. 1, item 2 - from 1000 to 2500 euros;
(am. - State Gazette, No. 71 of 2026, in force from 07.08.2026 g.) for violations under para. 1, item 3 - from 2500 to 5000 euros;
(am. - State Gazette, No. 71 of 2026, in force from 07.08.2026 g.) for violations under para. 1, item 4 - from 5000 to 10 000 euros.
(new - State Gazette, No. 43 of 2010; am., No. 71 of 2026, in force from 07.08.2026 g.) for violations under para. 1, item 5 - from 10 000 to 15 000 euros.
(new - State Gazette, No. 64 of 2020, in force from 21.08.2020; am., No. 71 of 2026, in force from 07.08.2026 g.) for violations under para. 1, item 6 - from 1000 to 700 000 euros or up to double the amount of the realized profit or the avoided loss resulting from the violation, when their size can be determined.
(new - State Gazette, No. 51 of 2022; am., No. 71 of 2026, in force from 07.08.2026 g.) for violations under para. 1, item 7 - from 1000 to 500 000 euros.
(new - State Gazette, No. 54 of 2025; am., No. 71 of 2026, in force from 07.08.2026 g.) for violations under para. 1, item 8 - from 10 000 to 20 000 euros.
(new - State Gazette, No. 67 of 2025; am., No. 71 of 2026, in force from 07.08.2026 g.) for violations under para. 1, item 9 - from 1000 to 50 000 euros or up to double the amount of the realized profit or the avoided loss resulting from the violation, when their size can be determined;
(new - State Gazette, No. 67 of 2025; am., No. 71 of 2026, in force from 07.08.2026 g.) for violations under para. 1, item 10 - from 500 to 50 000 euros or up to double the amount of the realized profit or the avoided loss resulting from the violation, when their size can be determined.

(3) (Previous para. 2, am. - State Gazette, No. 61 of 2002, supp., No. 39 of 2005; rev., No. 103 of 2012.)

(4) (Previous para. 3, am. - State Gazette, No. 61 of 2002; am. and supp., No. 103 of 2012; am., No. 71 of 2026, in force from 07.08.2026 g.) Whoever attracts or permits the attraction of monetary funds and/or other property rights, except under conditions and procedure defined in another law, through invitations (statements) addressed to more than 150 persons or to an indefinite circle of persons, including via mass media, without having complied with the requirements of this law and the acts issued for its application, shall be punished with a fine of 2500 to 25 000 euros, if the act does not constitute a crime, and in case of repeated violation - from 25 000 to 50 000 euros.

(5) (Rev., previous para. 4, am. - State Gazette, No. 61 of 2002, No. 8 of 2003, No. 39 of 2005, No. 84 of 2006, in force from 01.01.2007; am., No. 52 of 2007, in force from 01.11.2007; am., No. 77 of 2011; am. and supp., No. 103 of 2012; am., No. 62 of 2017; am., No. 26 of 2020; am., No. 71 of 2026, in force from 07.08.2026 g.) Whoever commits or permits the commission of a violation of Art. 77p, para. 2 and 3 , Art. 114, para. 1, 3, 4, 8 and 9 , Art. 114a, para. 5 and 6, Art. 116a, para. 1, Art. 126v , Art. 133, para. 2 and 4 shall be punished with a fine in the amount of 10 000 to 25 000 euros, if the act does not constitute a crime, and in case of repeated violation - from 25 000 to 50 000 euros.

(6) (New - State Gazette, No. 61 of 2002; supp., No. 43 of 2010; am., No. 103 of 2012; supp., No. 42 of 2016; am., No. 64 of 2020, in force from 21.08.2020; am., No. 51 of 2022; am. and supp., No. 67 of 2025; am., No. 71 of 2026, in force from 07.08.2026 g.) In case of non-compliance with a applied forced administrative measure under Art. 212, para. 1, items 1, 2, 4, 6 and 8, Art. 212a, para. 1, item 2 and para. 2, items 2 and 3, Art. 212a 1, Art. 212a 2 and Art. 212a 4, the perpetrators and permitters shall be punished with a fine in the amount of 2500 to 10 000 euros, and in case of repeated violation - from 5000 to 25 000 euros;

(7) (New - State Gazette, No. 61 of 2002; am., No. 103 of 2012.) In the cases under 4 and 5, the instigators, accomplices and concealers are also punished, taking into account the nature and degree of their participation.

(8) (New - State Gazette, No. 61 of 2002; supp., No. 43 of 2010; am., No. 103 of 2012; am., No. 64 of 2020, in force from 21.08.2020.) For violations under para. 1, items 1 - 5 and para. 4 - 6 of legal entities and sole traders, a property sanction is imposed in amounts as follows:

(am. - State Gazette, No. 103 of 2012; am., No. 71 of 2026, in force from 07.08.2026 g.) for violations under para. 1, item 1 - from 250 to 1000 euros, and in case of repeated violation - from 1000 to 2500 euros;
(am. - State Gazette, No. 71 of 2026, in force from 07.08.2026 g.) for violations under para. 1, item 2 - from 1000 to 2500 euros, and in case of repeated violation - from 2500 to 5000 euros;
(am. - State Gazette, No. 71 of 2026, in force from 07.08.2026 g.) for violations under para. 1, item 3 - from 2500 to 5000 euros, and in case of repeated violation - from 5000 to 10 000 euros;
(am. - State Gazette, No. 71 of 2026, in force from 07.08.2026 g.) for violations under para. 1, item 4 - from 5000 to 10 000 euros, and in case of repeated violation - from 10 000 to 25 000 euros;
(new - State Gazette, No. 43 of 2010; am., No. 71 of 2026, in force from 07.08.2026 g.) for violations under para. 1, item 5 - from 10 000 to 15 000 euros, and in case of repeated violation - from 15 000 to 20 000 euros;
(previous item 5 - State Gazette, No. 43 of 2010; am., No. 103 of 2012; am., No. 71 of 2026, in force from 07.08.2026 g.) for violations under 4 and 5 - from 25 000 to 50 000 euros, and in case of repeated violation - from 50 000 to 100 000 euros;
(previous item 6 - State Gazette, No. 43 of 2010; supp., No. 103 of 2012; am., No. 71 of 2026, in force from 07.08.2026 g.) for violations under para. 6 - from 5000 to 25 000 euros, and in case of repeated violation - from 10 000 to 50 000 euros.
(new - State Gazette, No. 54 of 2025; am., No. 71 of 2026, in force from 07.08.2026 g.) for violations under para. 1, item 8 - from 10 000 to 20 000 euros, and in case of repeated violation - from 20 000 to 50 000 euros.

(9) (New - State Gazette, No. 64 of 2020, in force from 21.08.2020; am., No. 71 of 2026, in force from 07.08.2026 g.) For violations under para. 1, item 6 of legal entities, a property sanction is imposed in the amount of 5000 to 2 500 000 euros or up to 1.5 percent of the total annual turnover in accordance with the last prepared annual financial statement approved by the management body, or up to the amount of the realized profit or the avoided loss resulting from the violation, when their size can be determined, and in case of repeated violation - from 10 000 to 5 000 000 euros or up to three percent of the total annual turnover in accordance with the last prepared annual financial statement approved by the management body, or up to double the amount of the realized profit or the avoided loss resulting from the violation, when their size can be determined.

(10) (New - State Gazette, No. 51 of 2022; am., No. 71 of 2026, in force from 07.08.2026 g.) For violations under para. 1, item 7 of legal entities, a property sanction is imposed in the amount of 5000 to 250 000 euros or up to 2.5 percent of the total annual turnover in accordance with the last prepared annual financial statement approved by the management body, or up to the amount of the benefit derived as a result of the violation, when the size of this benefit can be determined, and in case of repeated violation - from 10 000 to 500 000 euros or up to 5 percent of the total annual turnover in accordance with the last prepared annual financial statement approved by the management body, or up to double the amount of the benefit derived as a result of the violation, when the size of this benefit can be determined.

(11) (New - State Gazette, No. 51 of 2022.) For violations under para. 1, item 7 of credit institutions - providers of crowdfunding services, the Deputy Chairman imposes the corresponding property sanctions provided for in this law.

(12) (New - State Gazette, No. 67 of 2025; am., No. 71 of 2026, in force from 07.08.2026 g.) For violations under para. 1, items 9 and 10 of legal entities, a property sanction is imposed in the amount of 5000 to 250 000 euros or 0.25 percent of the total annual turnover in accordance with the last prepared annual financial statement approved by the management body, or up to the amount of the realized profit or the avoided loss resulting from the violation, when their size can be determined, and in case of repeated violation - from 10 000 to 500 000 euros or 0.5 percent of the total annual turnover in accordance with the last prepared annual financial statement approved by the management body, or up to double the amount of the realized profit or the avoided loss resulting from the violation, when their size can be determined.

(13) (Previous para. 6, supp. - State Gazette, No. 61 of 2002; rev. and replaced with previous para. 9, No. 64 of 2020, in force from 21.08.2020; previous para. 10, No. 51 of 2022; previous para. 12, No. 67 of 2025.) The provisions of para. 1 - 8 also apply to transactions and actions under § 1a, committed in violation of chapters three, five and nine.

(14) (New - State Gazette, No. 64 of 2020, in force from 21.08.2020; previous para. 11, am., No. 51 of 2022; previous para. 13, am., No. 67 of 2025.) In the cases under para. 9 - 12, Art. 221a, para. 3 applies respectively.

Art. 221a. (New - State Gazette, No. 42 of 2016; am., No. 83 of 2019, in force from 24.04.2020; the entry into force amended on 24.10.2020, No. 28 of 2020, in force from 13.03.2020; the entry into force amended on 20.08.2020, No. 64 of 2020, in force from 18.07.2020; am., No. 99 of 2025; am., No. 71 of 2026, in force from 07.08.2026 g.) (1) (Am. - State Gazette, No. 83 of 2019, in force from 24.04.2020; the entry into force amended on 24.10.2020, No. 28 of 2020, in force from 13.03.2020; the entry into force amended on 20.08.2020, No. 64 of 2020, in force from 18.07.2020; am., No. 71 of 2026, in force from 07.08.2026 g.) An issuer - a natural person or a member of the management or supervisory board of a legal entity issuer, or the person with managerial authority at an issuer - unincorporated company, who fails to fulfill the obligation under Art. 100n, 100o, Art. 100s, para. 1, Art. 100f 2 and Art. 111a, as well as a natural person or a member of the management or supervisory board of a legal entity or a person with managerial authority at an unincorporated company or trust, who fails to fulfill the obligation under Art. 145, 146, 148, 148a and 148zh, shall be punished with a fine in the amount of 1500 to 2 000 000 euros or up to double the amount of the realized profit or the avoided loss resulting from the violation, when their size can be determined, applying the higher value.

(2) (Am. - State Gazette, No. 83 of 2019, in force from 24.04.2020; the entry into force amended on 24.10.2020, No. 28 of 2020, in force from 13.03.2020; the entry into force amended on 20.08.2020, No. 64 of 2020, in force from 18.07.2020.) For violations under para. 1 of a legal entity, a property sanction is imposed in the amount:

(am. - State Gazette, No. 71 of 2026, in force from 07.08.2026 g.) from 2500 to 10 000 000 euros or up to 5 percent of the total annual turnover in accordance with the last prepared annual financial statement approved by the management body, or
up to double the amount of the realized profit or avoided loss resulting from the violation, when their size can be determined, applying the higher value.

(3) In the cases under para. 2, item 1, when the legal entity is a parent enterprise or a subsidiary of a parent enterprise that must prepare a consolidated financial report in accordance with applicable accounting standards, the respective total turnover or corresponding type of income according to the relevant accounting directives according to the last prepared consolidated annual financial statement approved by the management body of the primary parent enterprise is accepted as the total turnover.

(4) (Rev. - State Gazette, No. 99 of 2025.).

Art. 222. (Supp. - State Gazette, No. 42 of 2016.) (1) (Am. - State Gazette, No. 39 of 2005; supp., No. 42 of 2016.) The acts for the established violations under Art. 221 and Art. 221a are drawn up by officials authorized by the Deputy Chairman, and the penalty orders are issued by the Deputy Chairman.

(2) The establishment of violations, the issuance, appeal and execution of the penalty orders are carried out in accordance with the Law on Administrative Violations and Penalties.

Art. 222a. (New - State Gazette, No. 42 of 2016; am., No. 95 of 2017, in force from 01.01.2018; am. and supp., No. 64 of 2020, in force from 21.08.2020; am. and supp., No. 51 of 2022; supp., No. 54 of 2025; supp., No. 67 of 2025.) (1) (Am. - State Gazette, No. 95 of 2017, in force from 01.01.2018; am. and supp., No. 64 of 2020, in force from 21.08.2020; am., No. 51 of 2022.) When determining the type and amount of administrative penalties under Art. 221, para. 1, items 1 - 6, para. 2, items 1 - 6, para. 4, 6, 8 and 9 and Art. 221a, the Deputy Chairman takes into account all circumstances that are relevant, including, when applicable:

the gravity and duration of the violation;
the degree of responsibility of the natural person or the legal entity, or of the unincorporated company;
the financial status of the natural person or the legal entity, determined according to the total financial turnover of the legal entity or the annual income of the natural person;
the amount of the realized profit or avoided loss from the natural or legal entity, or from the unincorporated company, to the extent that it can be determined;
the amount of losses suffered by third parties as a result of the violation, to the extent that it can be determined;
the degree of cooperation provided by the natural or legal person or unincorporated partnership to the Vice-Chairman or the Commission;
previous violations by the natural or legal person or the unincorporated partnership.

(2) (Am. - State Gazette, No. 95 of 2017, effective from 01.01.2018; repealed, No. 64 of 2020, effective from 21.08.2020; new, No. 51 of 2022) In determining the type and amount of administrative penalties under Art. 221, para. 1, item 7, para. 2, item 7, para. 10 and 11, the Vice-Chairman takes into account the circumstances under Art. 40, paragraph 1 of Regulation (EU) 2020/1503.

(3) (New - State Gazette, No. 54 of 2025) In determining the type and amount of administrative penalties under Art. 221, para. 1, item 8, para. 2, item 8 and para. 8, item 8, the Vice-Chairman takes into account the circumstances under Art. 51, paragraph 2 of Regulation (EU) 2022/2554.

(4) (New - State Gazette, No. 67 of 2025) In determining the type and amount of administrative penalties under Art. 221, para. 1, items 9 and 10, para. 2, items 9 and 10 and para. 12, the Vice-Chairman takes into account the circumstances under Art. 50, paragraph 1 of Regulation (EU) 2023/2631.

Art. 222b. (New - State Gazette, No. 42 of 2016) A person who, within one month from the entry into force of the penalty order, does not pay the imposed property sanction, owes interest in the amount of the legal interest for the period from the day following the expiration of the one-month period to the date of payment.

Art. 222c. (New - State Gazette, No. 99 of 2025) (1) The Commission, respectively the Vice-Chairman, publishes on the Commission's website every applied coercive administrative measure and every imposed penalty for violation of the provisions of this law and the implementing acts thereof, after service of the decision to apply the coercive administrative measure or the penalty order to the respective person, respectively upon entry into force of the concluded agreement. The publication under the first sentence is carried out after an assessment of its proportionality and contains at least information on the type and nature of the violation, the identity of the natural person or identification data for the legal person, against whom the measure was applied or the penalty was imposed.

(2) In case of an appeal against the decision to apply the measure, respectively the penalty order, the publication under para. 1 also includes information on the appeal, and if the appeal is submitted after the initial publication, the published information is updated.

(3) The publication under para. 1 may be postponed or carried out without specifying data on the person to whom the measure was applied or the penalty was imposed, when:

the publication of personal data for the natural person or identification data for the legal person, against whom the measure was applied or the penalty was imposed, is not proportional;
the publication would seriously endanger the stability of financial markets or would cause excessive harm to the persons to whom this information relates, or would hinder a criminal proceeding.

(4) The Commission, respectively the Vice-Chairman, provide information on every applied coercive administrative measure and every imposed penalty under Chapter Six 'a', Chapter Eleven and the implementing acts thereof via the European Single Access Point under Regulation (EU) 2023/2859.

(5) The information under para. 4 is provided in a data extraction format under Art. 2, item 3 of Regulation (EU) 2023/2859.

(6) The information under para. 4 is accompanied by the following metadata:

the names of the natural person or legal entity to which the information relates;
the identification code of the legal subject or legal entity, where applicable;
the type of information, as classified under Art. 7, paragraph 4, letter 'v' of Regulation (EU) 2023/2859;
a note on whether the information contains personal data.

Art. 223. (New - State Gazette, No. 64 of 2020, effective from 21.08.2020; amended, No. 51 of 2022) (1) The Commission, respectively the Vice-Chairman, publishes on the Commission's website every applied coercive administrative measure and every issued penalty order for violation of the provisions of Regulation (EU) 2017/1129, Chapter Six, as well as the implementing acts thereof, in the manner and subject to compliance with Art. 42 of Regulation (EU) 2017/1129.

(2) The Commission, respectively the Vice-Chairman, after having assessed in each individual case whether the publication of personal data - for the natural person, or identification data - for the legal person, is disproportionate and/or may cause them harm inconsistent with the violation committed, as well as whether the publication of the information may endanger the stability of financial markets or frustrate investigation actions, may:

postpone the publication of the information under para. 1;
publish the information under para. 1 without data on the person to whom the measure was applied or the penalty was imposed, when such anonymous publication ensures effective protection of the relevant personal data;
not publish the information under para. 1.

(3) (Am. - State Gazette, No. 51 of 2022) The Commission, respectively the Vice-Chairman, makes a decision under para. 2, item 3, when the measures under para. 2, items 1 or 2 are insufficient to ensure that the publication of the information under para. 1 does not endanger the stability of financial markets, or when the publication is disproportionate with respect to the applied coercive administrative measures or the imposed administrative penalties, which are of insignificant nature.

(4) Upon the removal of the grounds under para. 2, items 1 and 2, the Commission, respectively the Vice-Chairman, publishes all information under para. 1.

Art. 224. (New - State Gazette, No. 51 of 2022) (1) The Commission, respectively the Vice-Chairman, publishes on the Commission's website every applied coercive administrative measure and every issued penalty order for violation of the provisions of Regulation (EU) 2020/1503, Chapter Thirteen, as well as the implementing acts thereof, in the manner and subject to compliance with Art. 42 of Regulation (EU) 2020/1503 and Art. 223, paras. 2 and 4.

(2) (New - State Gazette, No. 67 of 2025) The Commission, respectively the Vice-Chairman, publishes on the Commission's website every applied coercive administrative measure and every issued penalty order for violation of the provisions of Regulation (EU) 2023/2631 and the implementing acts thereof, subject to compliance with Art. 52 of the same regulation and Art. 223, paras. 2 and 4.

(3) (Previous para. 2 - No. 67 of 2025) The Commission, respectively the Vice-Chairman, makes a decision under Art. 223, para. 2, item 3, when the measures under Art. 223, para. 2, items 1 or 2 are insufficient to ensure that the publication is proportional with respect to the applied coercive administrative measures or the imposed administrative penalties, which are of insignificant nature.

Art. 225. (New - State Gazette, No. 54 of 2025) The Vice-Chairman publishes on the Commission's website every imposed administrative penalty for violation of the provisions of Regulation (EU) 2022/2554, subject to compliance with Art. 54 of the same regulation.

SUPPLEMENTARY PROVISIONS
(Title amended - State Gazette, No. 61 of 2002)

§ 1. (Am. and sup. - State Gazette, No. 61 of 2002; No. 86 of 2006, effective from 01.01.2007, sup., No. 25 of 2007; am. and sup., No. 52 of 2007, effective from 01.11.2007; am., No. 77 of 2011; sup., No. 103 of 2012; am., No. 109 of 2013, effective from 20.12.2013; am. and sup., No. 42 of 2016; am., No. 76 of 2016, effective from 30.09.2016; am. and sup., No. 62 of 2017; am., No. 15 of 2018, effective from 16.02.2018; sup., No. 83 of 2019, effective from 24.04.2020; sup., No. 26 of 2020; the entry into force of No. 83 of 2019 amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; the entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; am. and sup., No. 64 of 2020, effective from 21.08.2020; am., No. 25 of 2022, effective from 29.03.2022; sup., No. 65 of 2023; sup., No. 72 of 2024, effective from 06.07.2024; am., No. 54 of 2025; sup., No. 67 of 2025) For the purposes of this law:

1. "Investor" is:
a) a person who, on their own account, exposes monetary funds or other property rights to risk by acquiring, holding and transferring securities, without possessing the necessary qualification or experience (non-professional investor); b) (repealed, No. 52 of 2007, effective from 01.11.2007); c) (sup. - State Gazette, No. 39 of 2005; am., No. 77 of 2011; am., No. 109 of 2013, effective from 20.12.2013; am., No. 42 of 2016) a bank, collective investment scheme and national investment fund, insurance company, pension fund or other company, the subject of whose activity requires the acquisition, holding and transfer of securities (institutional investor).

2. (Sup. - State Gazette, No. 61 of 2002, am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; No. 52 of 2007, effective from 01.11.2007; am., No. 15 of 2018, effective from 16.02.2018) "Financial instruments" are the financial instruments within the meaning of Art. 4 of the Law on Markets in Financial Instruments.

3. "Rights" are securities entitling the holder to register a certain number of shares in connection with a decision to increase the capital of a public company.

4. "Warrant" is a security expressing the right to register a certain number of securities at a predetermined or determinable issue value until the expiration of a specified period.

5. (am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007; new, No. 103 of 2012) "Rights on registered shares" are securities issued based on registered shares upon the exercise of rights on shares when increasing the capital of a public company.

6. (am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007).

7. (am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 52 of 2007, effective from 01.11.2007).

8. (New - State Gazette, No. 61 of 2002; am., No. 42 of 2016) "Significant transaction" is any transaction that:
a) leads or can reasonably be assumed to lead to a favorable or unfavorable change in the amount of 5 or more percent of the issuer's revenues or profit, from another financial indicator, as well as from the market price of the securities issued by the issuer, and/or b) is likely to influence investors when making an investment decision or when exercising voting rights on the securities.

9. (Previous item 8 - State Gazette, No. 61 of 2002; sup., No. 52 of 2007, effective from 03.07.2007; am., No. 42 of 2016; am., No. 64 of 2020, effective from 21.08.2020) "Issuer" within the meaning of this law, with the exception of Chapter Six 'a', is a legal entity within the meaning of Art. 2, letter 'z' of Regulation (EU) 2017/1129;

10. (new - State Gazette, No. 103 of 2012) "Subsidiary of a public company" is a company in which the public company exercises control within the meaning of item 14;

11. (Previous item 9 - State Gazette, No. 61 of 2002; previous item 10, No. 103 of 2012) "Subscription" is an unconditional and irrevocable expression of intent to acquire securities in the process of issuance and to pay their issue value.

12. (Previous item 10 - State Gazette, No. 61 of 2002; previous item 11, No. 103 of 2012) "Underwriting" exists when, according to a contract with the issuer, an investment intermediary subscribes or undertakes to subscribe on their own account part or the entire issue of securities and offer them for initial public sale.

13. (Previous item 11 - State Gazette, No. 61 of 2002; previous item 12, No. 103 of 2012) "Connected persons" are:
a) (am. - State Gazette, No. 39 of 2005) persons, one of whom controls the other person or its subsidiary; b) persons whose activity is controlled by a third party; c) persons who jointly control a third party; d) (am. - State Gazette, No. 39 of 2005) spouses, relatives by line without limitation, relatives by collateral line up to the fourth degree inclusive, and relatives by marriage up to the fourth degree inclusive.

14. (Previous item 12, am. - State Gazette, No. 61 of 2002; previous item 13, No. 103 of 2012) "Control" exists when a person:
a) owns, including through a subsidiary or by virtue of an agreement with another person, more than 50 percent of the number of votes in the general meeting of a company or other legal entity; or b) (sup. - State Gazette, No. 39 of 2005) can determine directly or indirectly more than half of the members of the management or supervisory body of a legal entity; or c) can otherwise exercise decisive influence on the making of decisions in connection with the activity of a legal entity.

15. (Previous item 13 - State Gazette, No. 61 of 2002; previous item 14, No. 103 of 2012) "Clearing" is the mutual offsetting of the counterclaims of the parties to the transactions with securities.

16. (Previous item 14 - State Gazette, No. 61 of 2002; previous item 15, No. 103 of 2012) "Settlement" is the fulfillment of the obligations under a transaction with securities for their registration in a securities account of the purchaser in the Central Depository and for their payment.

17. (Previous item 15 - State Gazette, No. 61 of 2002; repealed, No. 52 of 2007, effective from 03.07.2007; previous item 16, No. 103 of 2012)

18. (Previous item 16 - State Gazette, No. 61 of 2002; previous item 17, No. 103 of 2012) "Systematic violation" exists when three or more administrative violations of the law or the implementing acts thereof have been committed within a period of up to one year.

18. (Previous item 17 - State Gazette, No. 61 of 2002; repealed, No. 52 of 2007)

19. (Previous item 18 - State Gazette, No. 61 of 2002; ; repealed, No. 52 of 2007, effective from 03.07.2007)

20. (Previous item 19 - State Gazette, No. 61 of 2002) "Book value of one share" is the quotient of the value of the equity capital according to the balance sheet and the number of issued shares.

21. (Previous item 20 - State Gazette, No. 61 of 2002) "Administration of securities" is the performance under contract with a public company or issuer of debt securities on their behalf of actions related to the exercise of rights on securities, such as distribution of dividends, interest, principal, rights, free securities, carrying out or controlling payments in connection with the securities, distribution of reports and information on general meetings and other actions related to the above.

22. (Previous item 21 - State Gazette, No. 61 of 2002, am., No. 39 of 2005; repealed, No. 77 of 2011)

23. (New - State Gazette, No. 61 of 2002) "Central Daily" is a newspaper that appears every working day and is distributed throughout the country.

24. (New - State Gazette, No. 61 of 2002) "Repeated" is the violation committed within a one-year period from the entry into force of the penalty order, by which the violator was punished for the same type of violation.

25. (New - State Gazette, No. 61 of 2002) "Market price" is the monetary sum for which one asset can be sold at the time of the valuation in a direct transaction between informed, independent and willing buyers and sellers to effect the transaction.

26. (New - State Gazette, No. 39 of 2005, am. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011)

27. (new. - State Gazette, No. 86 of 2006, effective from 01.01.2007; sup., No. 64 of 2020, effective from 21.08.2020) "Money market instruments" are instruments that are commonly traded on the money market such as short-term government securities (treasury bills), deposit certificates and commercial paper, which have the characteristics under Art. 11 of Delegated Regulation (EU) 2017/565 of the Commission of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and conditions for the conduct of activity by investment intermediaries and for the giving of definitions for the purposes of the said directive (OJ, L 87/1 of 31 March 2017), with the exception of payment instruments.

28. (new. - State Gazette, No. 86 of 2006, effective from 01.01.2007) "Deposit certificate" is a commercial security issued by a bank against a term monetary deposit.

29. (new. - State Gazette, No. 86 of 2006, effective from 01.01.2007; am., No. 42 of 2016; repealed, No. 54 of 2025) .

30. (new. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 54 of 2025) .

31. (new. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011)

32. (new. - State Gazette, No. 86 of 2006, effective from 01.01.2007; sup., No. 64 of 2020, effective from 21.08.2020) "Offeror" is a natural or legal person who publicly offers securities, which are not issued by them.

33. (new. - State Gazette, No. 86 of 2006, effective from 01.01.2007) "Person seeking admission of securities for trading on a regulated market" is a person who, on their own account, makes a request for admission of securities for trading on a regulated market.

34. (new. - State Gazette, No. 86 of 2006, effective from 01.01.2007) "Offset transaction" is a transaction in which a reverse transaction to an existing transaction is carried out with the aim of closing it.

35. (new. - State Gazette, No. 86 of 2006, effective from 01.01.2007) "Member State" is a state that is a member of the European Union, or another state that belongs to the European Economic Area.

36. (new. - State Gazette, No. 86 of 2006, effective from 01.01.2007) "Third country" is a state that is not a member state within the meaning of item 35

37. (new. - State Gazette, No. 86 of 2006, effective from 01.01.2007; repealed, No. 77 of 2011)

38. (new. - State Gazette, No. 86 of 2006, effective from 01.01.2007, sup., No. 25 of 2007; repealed, No. 77 of 2011)

39. (new. - State Gazette, No. 86 of 2006, effective from 01.01.2007, sup., No. 25 of 2007; repealed, No. 77 of 2011; new, No. 64 of 2020, effective from 21.08.2020) "Multilateral Trading Facility" is a concept within the meaning of § 1, item 18, letter 'a' of the supplementary provisions of the Law on Markets in Financial Instruments;

40. (new - State Gazette, No. 25 of 2007; repealed, No. 42 of 2016; new, No. 64 of 2020, effective from 21.08.2020) "Regulated Market" is a concept within the meaning of Art. 152 of the Law on Markets in Financial Instruments.

41. (new - State Gazette, No. 52 of 2007, effective from 01.11.2007; sup., No. 42 of 2016; am., No. 76 of 2016, effective from 30.09.2016) "Regulated information" is the information that the issuer or the person who has requested, without the consent of the issuer, admission of the securities for trading on a regulated market, is required to disclose in the manner of Chapter Six 'a', Section II, Section IIa, Chapter Eleven, Section I of this law and under Chapter Three of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and for the repeal of Directive 2003/6/EC of the European Parliament and of the Council and Directives 2003/124/EC, 2003/125/EC and 2004/72/EC of the Commission (OJ, L 173/1 of 12 June 2014) and the implementing acts thereof.

42. (new - State Gazette, No. 52 of 2007, effective from 01.11.2007) "Electronic means" are devices for electronic processing, including for digital compression, storage and transmission of data by cable, radio waves and optical or other electromagnetic means.

43. (new - State Gazette, No. 52 of 2007, effective from 01.11.2007) "Shareholder" within the meaning of Chapter Eight and Chapter Eleven, Section I, is a person who directly or indirectly owns:
a) shares of the issuer in their own name and on their own account; b) shares of the issuer in their own name, but on behalf of another person; c) depositary receipts, in which case the holders of the depositary receipts are considered shareholders of the underlying shares for which the depositary receipts were issued.

44. (new - State Gazette, No. 52 of 2007, effective from 01.11.2007) "Controlled company" within the meaning of Chapter Six 'a' and Chapter Eleven, Section I, is a company in which a person:
a) owns, including through a subsidiary, more than half of the votes in the general meeting; b) has the right to determine more than half of the members of the management or supervisory body and is simultaneously a shareholder or partner in that company; in the case under the first sentence, the votes of the controlled person are added to the votes of the companies over which it exercises control, as well as the votes of persons who act in their own name, but on its behalf or on behalf of a person controlled by it; c) is a shareholder or partner and controls independently by virtue of an agreement with other shareholders or partners in that company more than half of the votes in the general meeting; d) has the right to exercise or actually exercises decisive influence on the company.

45. (new - State Gazette, No. 52 of 2007, effective from 01.11.2007) "Market-maker" is a person who is permanently present on the financial markets with the aim of trading on their own account by purchasing and selling financial instruments against their own funds at prices determined by them.

46. (new - State Gazette, No. 52 of 2007, effective from 01.11.2007) "Commercial offer" is a public offer made by a commercial offeror by

its assessment or by virtue of the law on the purchase and/or replacement of all or part of the shares with voting rights in the general meeting of a public company, the result or purpose of which is the acquisition of shares with voting rights in the general meeting of the target company, exceeding the thresholds specified in the law for making a public bid.

(new - State Gazette, No. 52 of 2007, effective from 01.11.2007) "Target company" is a company whose shares are the subject of a public bid.
(new - State Gazette, No. 52 of 2007, effective from 01.11.2007) "Bidder" is a natural or legal person who makes a public bid.
(new - State Gazette, No. 62 of 2017) "Legal Entity Identification Code" is an international 20-character alphanumeric code that allows unique identification of legal entities participating in global financial markets.
(new - State Gazette, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020) "Central Securities Depository" is a central securities depository within the meaning of § 1, item 2 of the Additional Provisions of the Law on Markets in Financial Instruments.
(new - State Gazette, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020) "Participant" is a participant within the meaning of § 1, item 82 of the Additional Provisions of the Law on Markets in Financial Instruments.
(new - State Gazette, No. 26 of 2020) "Corporate Event" is a concept within the meaning of Article 1, item 3 of Commission Implementing Regulation (EU) 2018/1212.
(new - State Gazette, No. 26 of 2020) "Ultimate Participant" is a concept within the meaning of Article 1, item 6 of Commission Implementing Regulation (EU) 2018/1212.
(new - State Gazette, No. 26 of 2020) "Intermediary" is:
a) a person who is an investment intermediary:
aa) having obtained a license under the conditions and procedure of the Law on Markets in Financial Instruments; bb) from another Member State, having obtained a license to provide investment services and perform investment activities in accordance with its national legislation implementing Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (OJ, L 173/349 of 12 June 2014); b) a person who is a credit institution:
aa) within the meaning of Article 2, paragraph 1 of the Law on Credit Institutions, having obtained a license to conduct banking business in accordance with Article 2, paragraph 5 of the Law on Credit Institutions; bb) (am. - State Gazette, No. 25 of 2022, effective from 29.03.2022) from another Member State, having obtained a license to conduct banking business in accordance with its national legislation implementing Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and on the prudential supervision of credit institutions, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (OJ, L 176/338 of 27 June 2013); c) a central securities depository within the meaning of Article 2, paragraph 1, point 1 of Regulation (EU) No 909/2014, which provides services for the safekeeping of shares, administration of shares or maintenance of securities accounts on behalf of shareholders or other persons; d) a person under letters "a" - "c", whose registered office or head office is not in the territory of a Member State of the European Union, and which provides services to shareholders in public companies within the meaning of Article 110, paragraph 1.
(new - State Gazette, No. 26 of 2020) "Authorized Advisor" is a legal person with its registered office in a Member State or a third country, which conducts business through a principal place of business in a Member State, which by profession analyzes disclosed, regulated and other information related to public companies, for the purpose of providing research, consultations or recommendations in connection with the exercise of investors' voting rights.
(New - State Gazette, No. 65 of 2023) "Distributed Ledger Technology" is a concept within the meaning of § 1, paragraph 1, item 100 of the Additional Provisions of the Law on Markets in Financial Instruments.
(New - State Gazette, No. 65 of 2023) "Distributed Ledger" is a concept within the meaning of § 1, paragraph 1, item 101 of the Additional Provisions of the Law on Markets in Financial Instruments.
(New - State Gazette, No. 65 of 2023) "Market Infrastructure based on Distributed Ledger Technology" is a concept within the meaning of § 1, paragraph 1, item 102 of the Additional Provisions of the Law on Markets in Financial Instruments.
(New - State Gazette, No. 72 of 2024, effective from 06.07.2024) "Sustainability Reporting" is the disclosure of information related to sustainability issues in accordance with Chapter Seven, Sections III and IV of the Accounting Law.
(New - State Gazette, No. 67 of 2025) "European Green Bond" is a bond that meets the requirements of Article 3, respectively Article 16 of Regulation (EU) 2023/2631.
(New - State Gazette, No. 67 of 2025) "Originator" is a concept within the meaning of Article 2, item 3 of Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitisation and creating a specific framework for simple, transparent and standardised securitisation and amending Directives 2009/65/EC, 2009/138/EC and 2011/61/EU and Regulations (EC) No 1060/2009 and (EU) No 648/2012 (OJ, L 347/35 of 28 December 2017).

§ 1a. (New - State Gazette, No. 61 of 2002; am., No. 61 of 2015.) For transactions and actions with compensation notes and housing compensation notes under the Law on Compensation of Owners of Nationalized Properties, as well as with named compensation coupons under the Law on Ownership and Use of Agricultural Lands and the Law on Restitution of Ownership over Forests and Lands from the Forest Fund, Chapters Three, Five and Nine shall apply respectively.

§ 1b. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; am., No. 52 of 2007, effective from 01.11.2007.) The provisions of Part Three, Chapter Nine shall also apply respectively to financial instruments.

§ 1c. (New - State Gazette, No. 42 of 2016.) When applying Articles 145, 146 and 148a, persons are obliged to comply with regulatory technical standards adopted by the European Commission for determining:

the method for calculating the 5-percent threshold specified in Article 145, paragraphs 5 and 6, including in a group of companies;
the method for calculating the number of voting rights under Article 148a, paragraph 1 with regard to financial instruments based on an index or basket of shares;
the methods for determining the "delta" coefficient under Article 148a, paragraph 3 for the purpose of calculating voting rights associated with financial instruments entitling only to cash settlement.

§ 1d. (New - State Gazette, No. 86 of 2006, effective from 01.01.2007; am. and sup., No. 52 of 2007, effective from 01.11.2007; sup., No. 23 of 2009, effective from 27.03.2009; repealed, No. 77 of 2011; sup., No. 21 of 2012; sup., No. 103 of 2012; previous paragraph 1c, No. 42 of 2016; am. and sup., No. 83 of 2019, effective from 24.04.2020; sup., No. 26 of 2020; entry into force from No. 83 of 2019 amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; am., No. 64 of 2020, effective from 21.08.2020; sup., No. 51 of 2022; sup., No. 54 of 2025; sup., No. 67 of 2025; sup., No. 99 of 2025; am., No. 71 of 2026, effective from 07.08.2026; sup., No. 88 of 2026, effective from 25.09.2026.) (1) (Previous text of paragraph 1d - State Gazette, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020.) This law introduces the provisions of:
1. (repealed - State Gazette, No. 77 of 2011)
2. (repealed, No. 52 of 2007, effective from 01.11.2007);
3. Directive 97/9/EC of the European Parliament and of the Council on investor-compensation schemes;
4. (repealed - State Gazette, No. 64 of 2020, effective from 21.08.2020)
5. (repealed, No. 52 of 2007, effective from 01.11.2007);
6. (new - State Gazette, No. 52 of 2007, effective from 01.11.2007; am., No. 42 of 2016) Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC
7. (new - State Gazette, No. 52 of 2007, effective from 01.11.2007; am., No. 42 of 2016) Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids.
8. (new - State Gazette, No. 23 of 2009, effective from 27.03.2009) Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders of companies admitted to trading on a regulated market (OJ, L 184/17 of 14 July 2007).
9. (new - State Gazette, No. 21 of 2012) Directive 2010/78/EU of the European Parliament and of the Council of 24 November 2010 amending Directives 98/26/EC, 2002/87/EC, 2003/6/EC, 2003/41/EC, 2003/71/EC, 2004/39/EC, 2004/109/EC, 2005/60/EC, 2006/48/EC, 2006/49/EC and 2009/65/EC as regards the powers of the European Supervisory Authority (European Banking Authority), the European Supervisory Authority (European Insurance and Occupational Pensions Authority) and the European Supervisory Authority (European Securities and Markets Authority) (OJ, L 331/120 of 15 December 2010).
10. (new - State Gazette, No. 103 of 2012) Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010 amending Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading and amending Directive 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market (OJ, L 327/1 of 11 December 2010).
11. (new - State Gazette, No. 42 of 2016) Directive 2013/50/EU of the European Parliament and of the Council of 22 October 2013 amending Directive 2004/109/EC of the European Parliament and of the Council on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, Directive 2003/71/EC of the European Parliament and of the Council on the prospectus to be published when securities are offered to the public or admitted to trading, and Commission Directive 2007/14/EC laying down detailed rules for the implementation of certain provisions of Directive 2004/109/EC (OJ, L 294/13 of 6 November 2013);
12. (new - State Gazette, No. 42 of 2016) Article 20 of Directive 2013/34/EU of the European Parliament and of the Council of 26 June 2013 on the annual financial statements, consolidated financial statements and related reports of certain types of enterprises and amending Directive 2006/43/EC of the European Parliament and of the Council and repealing Council Directives 78/660/EEC and 83/349/EEC (OJ, L 182/19 of 29 June 2013).
13. (new - State Gazette, No. 26 of 2020) Directive (EU) 2017/828 of the European Parliament and of the Council of 17 May 2017 amending Directive 2007/36/EC as regards the encouragement of long-term shareholder engagement (OJ, L 132/1 of 20 May 2017).
14. (New - State Gazette, No. 99 of 2025) Directive (EU) 2023/2864 of the European Parliament and of the Council of 13 December 2023 amending certain Directives in connection with the creation and functioning of the European Single Access Point (OJ, L 2023/2864 of 20 December 2023).
15. (New - State Gazette, No. 88 of 2026, effective from 25.09.2026) Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of companies listed on stock exchanges and related measures (OJ, L 315/44 of 7 December 2022).
(2) (New - State Gazette, No. 83 of 2019, effective from 24.04.2020; entry into force amended on 24.10.2020, No. 28 of 2020, effective from 13.03.2020; entry into force amended on 20.08.2020, No. 64 of 2020, effective from 18.07.2020; am., No. 64 of 2020, effective from 21.08.2020.) This law provides measures for the implementation of:
1. Regulation (EU) No 909/2014 of the European Parliament and of the Council of 23 July 2014 on improving securities settlement in the European Union and on central securities depositories and amending Directives 98/26/EC and 2014/65/EU and Regulation (EU) No 236/2012 (OJ, L 257/1 of 28 August 2014);
2. Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC (OJ, L 168/12 of 30 June 2017).
3. (new - State Gazette, No. 51 of 2022) Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business and amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937 (OJ, L 347/1 of 20 October 2020).
4. (new - State Gazette, No. 54 of 2025) Regulation (EU) 2022/2554 of the European Parliament and of the Council of 14 December 2022 on digital operational resilience for the financial sector and amending Regulations (EC) No 1060/2009, (EU) No 648/2012, (EU) No 600/2014, (EU) No 909/2014 and (EU) 2016/1011 (OJ, L 333/1 of 27 December 2022).
5. (New - State Gazette, No. 67 of 2025) Regulation (EU) 2023/2631 of the European Parliament and of the Council of 22 November 2023 on European green bonds and on optional disclosure of information on bonds offered to the market as environmentally sustainable, and on bonds linked to sustainability (OJ, L 2023/2631 of 30 November 2023).
6. (New - State Gazette, No. 99 of 2025; repealed, No. 71 of 2026, effective from 07.08.2026).

§ 1e. (New - State Gazette, No. 42 of 2016; am. and sup., No. 62 of 2017; am., No. 26 of 2020; am., No. 64 of 2020, effective from 21.08.2020; repealed, No. 67 of 2025, effective from 01.01.2026.)

TRANSITIONAL AND FINAL PROVISIONS

§ 2. This law repeals the Law on Securities, Stock Exchanges and Investment Companies (published, State Gazette, No. 63 of 1995; am., No. 68 and 85 of 1996, No. 52 and 94 of 1997, No. 42, 52 and 127 of 1998, No. 29 of 1999).

§ 3. (1) The normative acts adopted by the Council of Ministers for the implementation of the repealed Law on Securities, Stock Exchanges and Investment Companies shall retain their effect insofar as they do not contradict this law.
(2) (Am. - State Gazette, No. 61 of 2002, repealed, No. 59 of 2006).

§ 4. Upon the entry into force of this law, the Securities and Stock Exchange Commission under Article 5 of the repealed Law on Securities, Stock Exchanges and Investment Companies shall be renamed the State Commission on Securities. The Chairman, Deputy Chairman and members of the Securities and Stock Exchange Commission shall retain their rights until the expiration of the term for which they were elected.

§ 5. (1) The issued permits, confirmations and approvals under the procedure of the repealed Law on Securities, Stock Exchanges and Investment Companies shall retain their effect, as the persons who have received them, as well as the banks that have obtained permission to conduct transactions under Article 1, paragraph 2, item 4 of the LSSEIC, are obliged to bring their organization and activities in accordance with the requirements of the law within a 3-month period from its entry into force. (2) Persons who have obtained permission to conduct activities under Article 129, paragraph 1, item 2 of the repealed Law on Securities, Stock Exchanges and Investment Companies and under Article 1, paragraph 2, item 7 of the LSSEIC after the entry into force of the provision under Article 168, paragraph 1 of this law, shall cease to carry out these activities. (3) Investment companies in which privatization funds have reorganized their activities are obliged to bring their assets in accordance with the requirements of Article 195 and Article 196, respectively Article 201, within a one-year period from the entry into force of the law. (4) Existing investment companies shall bring their capital in accordance with the minimum size under Article 166, paragraph 1 or 2 within a one-year period from the entry into force of the law. (5) (Effective from 30.12.1999) Companies whose shares were traded on the basis of § 2a of the repealed Law on Securities, Stock Exchanges and Investment Companies without a prospectus on the official market of a stock exchange may be traded without a prospectus under Article 102, paragraph 3 until the expiration of 6 months from the entry into force of this law.

§ 6. Existing proceedings for the issuance of permits, confirmations and approvals under the procedure of the repealed Law on Securities, Stock Exchanges and Investment Companies shall continue under the procedure of this law. The Commission shall set a deadline for interested persons to bring their organization and activities in accordance with the provisions of this law.

§ 7. (1) Companies under Article 83a, paragraph 1 of the repealed Law on Securities, Stock Exchanges and Investment Companies are public companies until their deletion from the Commission's register under the procedure of Article 119 of this law.
(2) Companies under Article 83a, paragraph 1, item 2 of the repealed Law on Securities, Stock Exchanges and Investment Companies, which have not registered with the Commission upon the entry into force of this law, are obliged within a 14-day period from the entry into force of this law to submit an application in a form prepared by the Commission for their registration as a public company. Registration shall be carried out under the conditions and procedure of the law.

§ 8. Until the issuance of a permit by the Commission, trading in securities under Article 46, not admitted to the official market of a stock exchange, shall be carried out only on a stock exchange under the conditions and procedure of the stock exchange rules. In this case, Article 44, paragraph 4 shall not apply.

§ 9. Existing non-public companies that have issued dematerialized securities are obliged within a three-month period from the entry into force of this law to register them with the Central Depository or to make a decision to convert them into physical securities.

§ 10. (1) The provisions of this law regarding the public offering and trading of securities shall not apply to:

(am. - State Gazette, No. 28 of 2002, No. 61 of 2002) sale of shares in cases of privatization, unless the sale is carried out on a stock exchange or under the conditions of a public bid;
sale of shares indirectly owned by the State through "Bank Consolidation Company" - AD, Sofia, or through a holding controlled by the State, unless the sale is carried out on a regulated securities market.
(2) (Am. - State Gazette, No. 28 of 2002, No. 61 of 2002.) With regard to buyers of shares in privatization transactions and transactions with "Bank Consolidation Company" - AD, Sofia, no obligation under Article 149, paragraph 1 shall arise if they exceed the threshold of 50 percent of the votes in the general meeting of a public company, nor shall any obligation under Article 149, paragraph 6 arise if they exceed the threshold of 2/3 of the votes through such a transaction. The exception in the first sentence shall not apply if the transaction is concluded on a stock exchange. (3) Article 113 shall not apply in cases where a privatization contract existing upon the entry into force of this law explicitly provides that the capital of the company shall be increased under the procedure of Article 195 of the Commercial Law in favor of the buyer under the contract. In these cases, the company shall notify the Commission and the regulated securities market where its issued shares are admitted to trading within a 14-day period from the entry into force of the law of the existence of such a contract. (4) (Repealed - State Gazette, No. 28 of 2002). (5) (Am. - State Gazette, No. 28 of 2002, sup., No. 61 of 2002.) Share issuances, for which it has been decided to be sold entirely or partially under the procedure of Article 32, paragraph 1, item 4 of the Law on Privatization and Post-Privatization Control, shall be dematerialized and for them Article 185, paragraph 2, second sentence of the Commercial Law shall not apply, without the need to record changes in the articles of association of the companies. The general meeting of a company that has ceased to be public may make a decision to convert its shares into physical shares and to include conditions for their transfer in the articles of association. (6) (New - State Gazette, No. 61 of 2002.) The restrictions under Article 111, paragraph 4 regarding the issuance of preferred shares by a public company shall not apply in cases of privatization of companies of national importance, when the preferred shares are owned by the State.

§ 10a. (New - State Gazette, No. 31 of 2003.) (1) In cases of privatization under the procedure of Article 32, paragraph 1, item 1 of the Law on Privatization and Post-Privatization Control of state participation of less than 50 percent of the capital, a public bid under Article 149a may be made even if the bidder owns less than 90 percent, but not less than 2/3 of the votes in the general meeting of the company, in which case the required majority under Article 119, paragraph 1, item 3 is three quarters. (2) A public bid under paragraph 1 may be made no earlier than the expiration of 12 months from the completion of the sale.

§ 10b. (New - State Gazette, No. 52 of 2007, effective from 03.07.2007.) (1) When on the date of entry into force of Article 157v the shares with voting rights of the target company under Article 157v, paragraph 4 were admitted to trading simultaneously on a regulated market in the Republic of Bulgaria and in another Member State, the Commission and the competent authority of that Member State shall jointly determine which of them shall exercise supervision over the public bid within a period of 4 weeks from its entry into force. If the competent authorities of the Member States do not determine which of them shall exercise supervision over

the commercial offer, the company subject to the commercial offer, determines this authority on the first day for trading following the expiration of the term according to the first sentence.
(2) The Commission publicly announces the decision according to para. 1, by which it is determined to exercise supervision over the commercial offer.
§ 11. (Amend. - State Gazette, No. 8 of 2003, effective from 01.03.2003.) The persons subject to Art. 133, para. 2 sign the respective declarations within a 14-day period from the entry into force of the law.
§ 12. In the Banks Act (published, State Gazette, No. 52 of 1997; amend., No. 15, 21, 52, 70 and 89 of 1998, No. 54 and 103 of 1999) the following amendments and additions are made:
1. In Art. 1, para. 2:
a) point 4 is amended as follows:
"4. transactions according to Art. 54, para. 1 of the Law on the Public Offering of Securities;"; b) point 7 is repealed.
2. In Art. 1, para. 5, point 6 is amended as follows:
"6. transactions according to Art. 54, para. 1 of the Law on the Public Offering of Securities;".
3. The following amendments are made to Art. 16:
a) in para. 3, the words "and 7" are deleted, and the words "Law on Securities, Stock Exchanges and Investment Companies" are replaced with "Law on the Public Offering of Securities"; b) para. 4 is created:
"(4) Before ruling on the request to carry out transactions according to Art. 1, para. 2, point 4, the central bank takes into account the written opinion of the State Commission on Securities, if it is submitted within a one-month period from the written request of the central bank to the commission."
§ 13. In the Commercial Act (published, State Gazette, No. 48 of 1991; amend. and add., No. 25 of 1992, No. 61 and 103 of 1993, No. 63 of 1994, No. 63 of 1995, No. 42, 59, 83, 86 and 104 of 1996, No. 58, 100 and 124 of 1997, No. 52 and 70 of 1998, No. 33, 42, 64, 81, 90 and 103 of 1999) the following amendments and additions are made:
1. In Art. 119, para. 3 is created:
"(3) For registration in the Commercial Register, the carrying out of activities by an investment intermediary, as well as other activities for which a separate law provides for their carrying out with the permission of a state authority, the respective permission must be submitted."
2. In Art. 174, para. 3 is created:
"(3) For registration in the Commercial Register, the carrying out of banking and insurance activities, stock exchange activities, investment intermediary activities, investment company activities, management company activities, and other activities for which a separate law provides for their carrying out with the permission of a state authority, the respective permission must be submitted."
3. In Art. 187a, para. 3 is repealed.
4. Article 187b is amended as follows:
"Bearer Shares

Art. 187b. A joint-stock company may issue bearer shares.
The issuance and disposal of bearer shares is carried out in accordance with the procedure established by law."
5. In Art. 192, para. 7 is created:
"(7) For the registration of the increase in capital through subscription, confirmation of a prospectus must be submitted, except in cases where such is not required by law."
6. In Art. 204, paras. 1 and 2 are amended as follows:
"(1) Bonds may be issued by a joint-stock company at least two years after its registration in the Commercial Register and if there are two annual financial statements, approved by the general meeting.
(2) The requirement according to para. 1 does not apply to bonds issued or guaranteed by banks and by the state."
§ 14. In Art. 32, para. 2 of the Law on Administrative Offences and Penalties (published, State Gazette, No. 92 of 1969; amend. and add., No. 54 of 1978, No. 28 of 1982, No. 28 and 101 of 1983, No. 89 of 1986, No. 24 of 1987, No. 94 of 1990, No. 105 of 1991, No. 59 of 1992, No. 102 of 1995, No. 12 and 110 of 1996, No. 11, 15, 59, 85 and 89 of 1998, No. 51 and 67 of 1999) after the word "legislation" the words "or on the application of the Law on the Public Offering of Securities" are added. § 15. In the Law on Privatization Funds (published, State Gazette, No. 1 of 1996; amend., No. 68 and 85 of 1996, No. 39 and 52 of 1998) the following amendments and additions are made:

In Art. 2, para. 1, the words "Commission on Securities and Stock Exchanges" are replaced with "State Commission on Securities".
Everywhere in the law, the words "Law on Securities, Stock Exchanges and Investment Companies" are replaced with "Law on the Public Offering of Securities".
§ 16. (Amend. - State Gazette, No. 42 of 2016; amend., No. 51 of 2022.) (1) (Amend. - State Gazette, No. 67 of 2003.) The Commission for Financial Supervision adopts regulations for the application of the law.
(2) (Amend. - State Gazette, No. 67 of 2003; repealed, No. 51 of 2022).
(3) (Repealed - State Gazette, No. 93 of 2002).
§ 17. (1) (Amend. - State Gazette, No. 8 of 2003.) The law enters into force one month after its publication in the "State Gazette", with the exception of the provision according to Art. 168, para. 1, which enters into force within 6 months from the entry into force of the law.
The provision according to Art. 68, para. 1, point 1 has retroactive effect from 1 January 1999.
The provisions of Art. 113, § 5, para. 5 enter into force from the day of publication of the law in the "State Gazette".
(2) Markets for securities licensed by the State Commission on Securities (stock exchange and off-exchange market) must, within 3 months from the entry into force of the law, submit to the Vice-President, heading the "Supervision of Investment Activities" Department, for approval, their rules of activity, in accordance with the requirements of the law. TRANSITIONAL AND FINAL PROVISIONS to the LAW on amendment and addition of the Customs Act (State Gazette, No. 63 of 01.08.2000)

§ 58. In Art. 71 of the Law on the Public Offering of Securities (State Gazette, No. 114 of 1999), the words "heads of the Main Directorate "Customs" and of the regional customs directorates" are replaced with "the director of the Agency "Customs" and the directors of the regional customs directorates".
TRANSITIONAL AND FINAL PROVISIONS to the LAW on state internal financial control (State Gazette, No. 92 of 10.11.2000, effective from 01.01.2001) § 18. In Art. 71, para. 6, point 3 of the Law on the Public Offering of Securities (published, State Gazette, No. 114 of 1999; amend., No. 63 of 2000), the words "heads of the Main Directorate "State Financial Control" and of the territorial directorates "State Financial Control" are replaced with "the director of the agency and the directors of the territorial directorates of the Agency for State Internal Financial Control", and the words "authority of state financial control" are replaced with "authority of the Agency for State Internal Financial Control". TRANSITIONAL AND FINAL PROVISIONS to the LAW on privatization and post-privatization control (State Gazette, No. 28 of 19.03.2002, effective from 01.01.2001) § 34. In the Law on the Public Offering of Securities (published, State Gazette, No. 114 of 1999; amend., No. 63 and 92 of 2000) in § 10 of the transitional and final provisions, the following amendments are made:

In para. 1, point 1, the words "Art. 25, para. 1, points 2, 3, 4 and 5 of the Law on Transformation and Privatization of State and Municipal Enterprises" are replaced with "Art. 32, para. 1, points 2, 3 and 4 of the Law on Privatization and Post-Privatization Control".
In para. 2, point 1, the words "Art. 25 of the Law on Transformation and Privatization of State and Municipal Enterprises" are replaced with "Art. 32, para. 1 of the Law on Privatization and Post-Privatization Control".
Paragraph 4 is repealed.
In para. 5, the words "Art. 25, para. 1, point 5 of the Law on Transformation and Privatization of State and Municipal Enterprises" are replaced with "Art. 32, para. 1, point 4 of the Law on Privatization and Post-Privatization Control".
TRANSITIONAL AND FINAL PROVISIONS to the Law on amendment and addition of the Law on the Public Offering of Securities (State Gazette, No. 61 of 2002) § 91. (1) The provisions of this law regarding the increase of capital of a public company do not apply if the decision to increase the capital was taken by the day the law enters into force, but not more than one year before this day, and the registration of shares begins no later than 6 months from the entry into force of this law. (2) The provisions of this law regarding the deregistration of a public company according to Art. 119 do not apply if the application for deregistration with the necessary attached documents was submitted to the commission before the entry into force of this law. (3) The obligation to carry out a commercial offer by persons who have acquired more than 2/3 of the votes in the general meeting of a public company does not arise with respect to persons who acquired these votes before the entry into force of this law.

Law on the Public Offering of Securities

LAW on the Public Offering of Securities

Part One

GENERAL PROVISIONS

Chapter One

SECURITIES

Chapter Two

FINANCIAL SUPERVISION COMMISSION

Part Two

REGULATED MARKETS FOR SECURITIES

Chapter Three

STOCK EXCHANGE

Section I

Establishment and Management

Section II

Issuance and Revocation of License

Section III

Membership and Stock Exchange Arbitration

Chapter Four

UNOFFICIAL MARKET FOR SECURITIES

Lineage: No known changes

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