Getin Noble Bank (GNB)

1.50PLN
+ 0.67% 17:01

Current report 29/2012

01.06.2012
SECOND NOTIFICATION OF THE PLANNED MERGER AND THE ANNOUNCEMENT OF THE MANAGEMENT BOARD OF THE CONVOCATION OF THE ANNUAL GENERAL MEETING
The Management Board of Get Bank S.A. with its registered office in Warsaw, Domaniewska 39, entered into the register of entrepreneurs maintained by the District Court for the Warsaw City, 13th Commercial Division of the National Court Register under No. 0000304735, acting under Article 504(1) and (2) of the Polish Commercial Companies Code (the “CCC”) in connection with Article 4021 of the CCC hereby notifies for the second time of the planned merger of Get Bank S.A. with its registered office in Warsaw (the acquiring company) with Getin Noble Bank S.A. with its registered office in Warsaw (the target company). The Merger Plan of the Companies by transferring of the assets of Getin Noble Bank S.A. with its registered office in Warsaw to Get Bank S.A. with its registered office in Warsaw (merger by acquisition) dated 7 February 2012 (the “Merger Plan”) was announced on 16 February 2012 in the Court and Commercial Gazette (Monitor Sądowy i Gospodarczy) No. 33/2012, item 2078 and was published on the Company’s website http://inwestorzy.getbank.pl/eng/raporty/biezace.html as enclosure to the Current report 19/2012 dated 7 February 2012. The adoption of the resolution by the Annual General Meeting of Get Bank S.A. on the merger of Get Bank S.A. with Getin Noble Bank S.A., changes to the Articles of Association and on the increase in the share capital of Get Bank S.A. and on authorizing the Management Board to apply for admission and introduction of I series shares into trading on the regulated market, dematerialization of the shares and registration of the shares at the National Depository for Securities S.A. is planned for 3 April 2012. From 1 March 2012 shareholders may get acquainted at the registered office of Get Bank S.A. at Domaniewska 39, Warsaw (02-672), every day from 10:00 to 16:00 with the documents set forth in Article 505(1) of the CCC, i.e.: 1) the Merger Plan, 2) financial statements and reports of the Management Boards on the activities of Get Bank S.A. and Getin Noble Bank S.A. for the three previous financial years along with opinions and reports of statutory auditors, 3) documents set forth in Article 499(2) of the CCC, i.e. draft resolutions on the merger, draft amendments to the Articles of Association of Get Bank S.A., statement on the valuation of the property of Getin Noble Bank S.A., statement on the accounting standing of Get Bank S.A. and Getin Noble Bank S.A., 4) reports of the Management Boards of Get Bank S.A. and Getin Noble Bank S.A. dated 7 February 2012 with grounds to the merger, 5) statutory auditor’s opinion dated 28 February 2012 on the Merger Plan. The Management Board of Get Bank S.A. acting under Article 399(1), Article 4021(1,2)and Article4022 of the CCC and § 6(1) of the Company’s Articles of Association hereby convenes the Annual General Meeting of Get Bank S.A. for 3 April 2012 at 11 a.m. in the Company’s registered office in Warsaw, Domaniewska 39. The agenda of the Meeting is as follows: 1. To open the Meeting. 2. To elect the Chairperson. 3. To acknowledge that the Meeting has been convened properly and has the power to adopt resolutions. 4. To adopt the Agenda of the Meeting. 5. To present the Supervisory Board’s brief assessment of the situation of Get Bank S.A. and the Supervisory Board’s report for the financial year 2011 containing the following: an assessment of the Management Board’s report on Get Bank S.A. activities and Get Bank S.A. financial statement for the financial year 2011, an assessment of the Management Board’s motion regarding the covering of loss. 6. To adopt a resolution to consider and approve the Supervisory Board’s brief assessment of the situation of Get Bank S.A. and the Supervisory Board’s report for the financial year 2011 containing the following: an assessment of the Management Board’s report on Get Bank S.A. activities and Get Bank S.A. financial statement for the financial year 2011, and an assessment of the Management Board’s motion regarding the covering of loss. 7. To adopt a resolution to consider and approve the Management Board’s report on the activities of Get Bank S.A. in the financial year 2011. 8. To adopt a resolution to consider and approve Get Bank S.A. financial statement for the financial year 2011. 9. To consider the motion of the Management Board of Get Bank S.A. regarding the covering of loss for the financial year 2011. 10. To adopt a resolution to cover loss for the financial year 2011. 11. To adopt a resolution to acknowledge the fulfillment of duties by the members of the Management Board of Get Bank S.A. in the financial year 2011. 12. To adopt a resolution to acknowledge the fulfillment of duties by the members of the Supervisory Board of Get Bank S.A. in the financial year 2011. 13. To present essential elements of the Merger Plan, the Management Board’s report dated 7 February 2012 containing grounds to the merger, the statutory auditor’s opinion and all significant changes regarding assets and liabilities, which occurred between the Merger Plan and the day of the adoption of the resolution on the merger. 14. To adopt a resolution on the merger of Get Bank S.A. with Getin Noble Bank S.A., on the changes to the Articles of Association and on the increase in the share capital of Get Bank S.A. and on authorizing the Management Board to apply for admission and introduction of I series shares into trading on the regulated market, dematerialization of the shares and registration of the shares at the National Depository for Securities S.A. 15. To adopt a resolution on adoption of the uniform text of the Articles of Association of the Bank. 16. To close the Meeting. PROPOSED CHANGES TO THE ARTICLES OF ASSOCIATION OF GET BANK S.A. - the title of the Articles of Association is amended to read as follows: “ARTICLES OF ASSOCIATION OF GETIN NOBLE BANK S.A.” - § 1 is amended to read as follows: ”§ 1 Getin Noble Bank Spółka Akcyjna, hereinafter referred to as the ”Bank” or the ”Company” is a bank organized as a joint-stock company under applicable provisions of law including, without limitation, the Polish Banking Law, the Polish Commercial Companies Code and these Articles of Association.” - § 2 is amended to read as follows: ”§ 2 The name of the Bank shall be: “Getin Noble Bank Spółka Akcyjna”. The Company may use an abbreviated form of its name: “Getin Noble Bank S.A.”.” - § 4(2) is amended by adding point 15), 16) and 17) to read as follows: “15) concluding cheque, bill of exchange and warrant transactions, 16) safekeeping of valuables and securities and provision of safe boxes, 17) issuing of electronic payment instrument.” - § 4(3)(6) is amended to read as follows: “6) render consulting and advisory services on financial matters”. - § 4(3) is amended by adding point 17), 18), 19) and 20) to read as follows: “17) conduct brokerage activities in accepting and transferring orders to purchase or sell securities issued by the State Treasury or National Bank of Poland or other financial instruments not admitted to organized trading, 18) perform agency services in buying or selling securities issued by the State Treasury or other financial instruments not admitted to organized trading on the account of the mandator, 19) purchase or sell on its own account securities issued by the State Treasury or National Bank of Poland or other financial instruments not admitted to organized trading, 20) perform permanent or periodical agency services in the name and on behalf of the investment company within business operations of this company.” - § 13(1) is amended to read as follows: “1. The Supervisory Board shall elect the Chairman and the Deputy Chairman from among its members.” - § 14(5) is amended to read as follows: “5. Adopting resolutions under the procedure described in point 3 and 4 shall not apply to appointing, recalling and suspending the Chairman and the Deputy Chairman of the Supervisory Board from their duties as well as to appointing, recalling and suspending the Management Board members, including the President, from their duties.” - § 18(2) is amended to read as follows: “2. A Member of the Management Board whose appointment has been approved by the Commission for Financial Supervision shall in particular supervise the Bank’s controlling and accounting division, as well as credit risk area.” - § 27 is amended to read as follows: ”§ 27 1. The Bank’s business shall be governed by these Articles of Association and by-laws issued on the basis of powers set forth herein and in generally binding laws. 2.The following by-laws shall be issued at the Bank: 1) resolutions – of the Supervisory Board and the Management Board, 2) orders – of the President of the Management Board, 3) circular letters, decisions, announcements – of entitled units on the basis of internal regulations. 3. The form of the Management Board’s resolution shall be used when introducing banking products and other banking and financial services. 4. The course of issuing internal regulations shall be determined by separate regulations.” - § 28(3) is amended to read as follows: “3. The Bank’s supplementary funds shall be set up on terms and in course determined by binding laws and shall cover in particular: 1)a revaluation capital (fund) of tangible fixed assets – created under separate provisions of law; 2)with the approval of relevant supervision authorities given in accordance with the conditions laid out in the Polish Banking Law: a) subordinated liabilities, b) funds created with the Bank’s own funds and/or third-party funds, c) liabilities arising from securities with indefinite maturity dates, and other similar instruments; 3)other item as defined by the relevant supervision authorities to ensure the security of the Bank’s banking activities and that the Bank manages its risk properly; 4)items reducing the Bank’s supplementary funds as defined by the relevant supervision authorities.” - § 29(1) is amended to read as follows: “1. The Bank’s share capital amounts to PLN 2,390,143,319.00 (in words: two billion three hundred ninety million one hundred forty-three thousand three hundred nineteen zloty) and is divided into 2.390.143.319 (two billion three hundred ninety million one hundred forty-three thousand three hundred nineteen) ordinary shares with the nominal value of PLN 1.00 (in words: one zloty) each. The registered shares shall be designated as the following series: “A”, “B”, “C”, “D”, “E”, “F” and “G” and shall be numbered as follows: Series A Shares – from 1 (one) to 40.000.000 (forty million), Series B Shares – from 1 (one) to 23.000.000 (twenty-three million), Series C Shares – from 1 (one) to 6.000.000 (six million), Series D Shares – from 1 (one) to 9.510.000 (nine million five hundred and ten thousand), Series E Shares – from 1 (one) to 11.000.000 (eleven million), Series F Shares – from 1 (one) to 4.000.000 (four million) and Series G Shares – from 1 (one) to 9.550.000 (nine million five hundred and fifty thousand). The ordinary bearer shares shall be designated as “H” and “I” Series, and shall be numbered as follows: Series H Shares – from 1 (one) to 2.142.465.631 (two billion one hundred forty-two million four hundred sixty-five thousand six hundred thirty-two) and Series I Shares – from 1 (one) to 144.617.688 (one hundred forty-four million six hundred seventeen six hundred eighty-eight)The Bank’s share capital was fully paid up before registration.” - §30(1) is amended to read as follows: ”1. The Bank’s reserve capital shall be created from surplus gained from the issue of shares at a premium after covering the cost of issue and annual profit write-off in the amount of 8% of the profit for a given financial year until the reserve capital have reached at least one-third of the share capital.” INFORMATION ON THE RIGHT TO PARTICIPATE IN THE ANNUAL GENERAL MEETING The right to participate in the Annual General Meeting of Get Bank S.A. have only persons, who were shareholders of the Company sixteen days prior to the Annual General Meeting (the Registration Date). The Registration Date is 18 March 2012. In order to exercise the right to participate in the Annual General Meeting, a shareholder should, not earlier than on the day of convocation of the Annual General Meeting, i.e. not earlier than on 29 February 2012 and not later than on the first working day after the registration of the shareholder’s participation in the Annual General Meeting, i.e. not later than on 19 March 2012 file a request with the entity keeping securities account for individual participation certificate in the Annual General Meeting. In order to avoid any doubts whether a person has the right to participate in the Annual General Meeting, it is requested that persons entitled to participate in the Annual General Meeting as well as their proxies should have participation certificates ready to be presented. The Company shall determine the list of persons entitled to participate in the Annual General Meeting on the basis of a list drawn up by the entity keeping securities deposit according to the provisions of the Polish Act on Trading in Financial Instruments. The entity keeping securities deposit draws up a list on the basis of lists submitted to the entity not later than twelve days prior to the Annual General Meeting, i.e. 22 March 2012 by the entitled entities under the provisions of the Polish Act on Trading in Financial Instruments. The basis for drawing up the list submitted to the entity keeping securities account are certificates on the right to participate in the Annual General Meeting of the Company. The list of shareholders entitled to participate in the Annual General Meeting shall be presented at the Company’s registered office, i.e. Domaniewska 39, 02-672 Warsaw, for three working days prior to the Annual General Meeting, starting from 29 March 2012. A Company’s shareholder has the right to demand to receive the list of shareholders entitled to participate in the Annual General Meeting free of charge to his email address, by way of giving the address to which the list should be sent. Provided the shareholder’s name is not on the list of persons entitled to participate in the Annual General Meeting, the Company may ask the shareholder who puts such a demand to evidence that on the day he puts the demand he is the Company’s shareholder. DESCRIPTION OF PROCEDURES REGARDING PARTICIPATION IN THE ANNUAL GENERAL MEETING AND EXERCISING VOTING RIGHTS Shareholder’s right to demand to include particular issues in the agenda of the Annual General Meeting A shareholder or shareholders, who represent at least one twentieth of the Company’s equity have the right to demand to include particular issues in the agenda of the Annual General Meeting. The demand of a shareholder or shareholders should be reported to the Management Board of the Company in writing or via e-mail not later than twenty one days prior to the Annual General Meeting, i.e. not later than on 13 March 2012. The demand should contain justification or draft resolution regarding the proposed issue of the agenda. A shareholder or shareholders who demand to include particular issues in the agenda of the Annual General Meeting have to present a certificate (deposit certificate) drawn up by an appropriate entity in order to evidence that a shareholder or shareholders possess the part of the Company’s share capital which entitles them to put the above demand as at the day the demand is made. Moreover, in case of an institutional shareholder or shareholders or a shareholder or shareholders who are legal persons or other entities, and whose representation demands to put forward the appropriate documents according to the representation rules, the Company shall require to enclose original or copy of these documents. In case further power of attorneys have been granted, it is necessary to prove the authorization continuity. The obligation to enclose the documents described above concerns the demand made both in writing and via e-mail, appropriate for each form (original document or its copy or scan and its conversion to PDF). The demand together with all the necessary enclosures should be submitted to the Company’s registered office. i.e. Domaniewska 39, 02-672 Warsaw and the submission should be confirmed by the Company or sent to the Company’s address, i.e. Domaniewska 39, 02-672 Warsaw containing confirmation of sending and receipt or sent to the Company’s e-mail address: biuro@getbank.pl. The deadline is kept when the Company receives the demand. In case a shareholder or shareholders use the electronic method of communication the date on which a shareholder or shareholders put the demand in the Company’s electronic system is deemed to be the date of demand. The demand should be reported in writing or in electronic form through a form available on the Company’s website: http://inwestorzy.getbank.pl/eng/spolka/walne_zgromadzenie.html. In case a shareholder or shareholders use the electronic method of communication the form should be sent as PDF enclosure. The Company can take necessary steps to identify shareholder or shareholders and verify the validity of the documents. The Management Board shall announce changes to the agenda introduced on demand of a shareholder or shareholders immediately, but not later than eighteen days prior to the Annual General Meeting, i.e. not later than on 16 March 2012. The announcement of the new agenda shall be effected in a manner governing convocation of the Annual General Meeting. Shareholder’s right to put forward draft resolutions regarding issues included in the agenda of the Annual General Meeting or issues which are to be included in the agenda prior to the Annual General Meeting A shareholder or shareholders, who represent at least one twentieth of the Company’s equity have the right to put forward prior to the date of the Annual General Meeting draft resolutions regarding issues included in the agenda of the Annual General Meeting or issues which are to be included in the agenda prior to the date of the Annual General Meeting. The demand should be reported in writing or via e-mail not later than 24 hours prior the date of the Annual General Meeting in order to allow the Company to announce the changes on the Company’s website. A shareholder or shareholders who demand to include particular issues in the agenda of the Annual General Meeting or issues which are to be included in the agenda prior to the date of the Annual General Meeting have to enclose to the above demand a certificate (deposit certificate) drawn up by an appropriate entity in order to evidence that a shareholder or shareholders possess share in the Company’s share capital which entitles them to put the above demand. Moreover, in case of an institutional shareholder or shareholders or a shareholder or shareholders who are legal persons or other entities, and whose representation demands to put forward the appropriate documents according to the representation rules, the Company shall demand to enclose original or copy of these documents. In case further power of attorneys have been granted, it is necessary to prove the authorization continuity. The obligation to enclose the documents concerns the demand made both in writing and via e-mail, appropriate for each form (original document or its copy or scan and its conversion to PDF). The demand together with all the necessary enclosures should be submitted to the Company’s registered office. i.e. Domaniewska 39, 02-672 Warsaw and the submission should be confirmed by the Company or sent to the Company’s address, i.e. Domaniewska 39, 02-672 Warsaw containing confirmation of sending and receipt or sent to the Company’s e-mail address: biuro@getbank.pl. The deadline is kept when the Company receives the demand. In case a shareholder or shareholders use the electronic method of communication the date on which a shareholder or shareholders put the demand in the Company’s electronic system is deemed to be the date of demand. The demand should be reported in writing or in electronic form through a form available on the Company’s website: http://inwestorzy.getbank.pl/eng/spolka/walne_zgromadzenie.html. In case a shareholder or shareholders use the electronic method of communication the form should be sent as PDF enclosure. The Company can take necessary steps to identify a shareholder or shareholders and verify the validity of the documents. The Company immediately announces the above draft resolutions on its website. Shareholder’s right to put forward draft resolutions regarding the issues included in the agenda during the Annual General Meeting Each shareholder has the right, during the Annual General Meeting, to put forward draft resolutions regarding the issues included in the agenda. Shareholder’s right to appoint attorney, forms of power of attorney, and manner of notification of granting power of attorney in electronic form including manner of verification of the validity of powers of attorney A shareholder can participate in the Annual General Meeting and exercise voting rights in person or through an attorney. An attorney exercises every right on the Annual General Meeting unless indicated otherwise in the power of attorney. A shareholder can grant further powers of attorney if such possibility is indicated in the power of attorney. An attorney can represent more than one shareholder and vote differently from shares of each shareholder. A shareholder of a public company whose shares are registered on more than one securities account can appoint separate proxies to exercise voting rights from shares registered on each account. A shareholder who is not a natural person can participate in the Annual General Meeting and exercise voting rights through a person entitled to make declarations of will in his name or through an attorney. A power of attorney which entitles to participate in the Annual General Meeting and to exercise voting rights has to be granted in writing or in electronic form. In case a shareholders grants a power of attorney in electronic form, he informs the Company about that fact via e-mail sending the information to the Company’s e-mail address: biuro@getbank.pl. The Company presents on its website: http://inwestorzy.getbank.pl/eng/spolka/walne_zgromadzenie.html a form specimen of notification of granting power of attorney in electronic form. This form should be completed according to the directions and sent to the Company’s e-mail address indicated above. In case of a shareholder or shareholders who are legal persons or other entities, and whose representation demands to put forward the appropriate documents according to the representation rules, the Company demands to enclose to the power of attorney or to the notification of granting power of attorney in electronic form original or copy of these documents, appropriate for each form (original document or its copy or scan and its conversion to PDF). Notification of granting power of attorney in electronic form should be reported not later than 24 hours prior the Annual General Meeting in order to allow the Company to verify the documents. A member of the Management Board of the Company and the Company’s employee can be a shareholder’s attorney at the Annual General Meeting. If an attorney at the Annual General Meeting is a member of the Management Board, a member of the Supervisory Board, liquidator, Company’s employee or a member of a body of a company’s subsidiary or a company’s subsidiary or cooperative’s employee, a power of attorney can authorize to represent the Company only at a single Annual General Meeting. An attorney is obliged to reveal to a shareholder circumstances indicating potential conflict of interest. Substitution is excluded. The validity of a power of attorney granted in electronic form shall be verified in the following manner: a) the completeness of the power of attorney shall be checked, especially in case of repeated powers of attorney; b) the correctness of the data entered into the power of attorney form shall be checked and compared with the information entered on the list of persons entitled to participate in the Annual General Meeting; c) the conformity of the right of persons entitled to grant a power of attorney in the name of legal persons with the information indicated in the National Court Register shall be checked; d) the confirmation of data and identification of a shareholder or shareholders via e-mail or phone in case electronic power of attorney and notification of granting power of attorney in electronic form. Under verification of the validity of powers of attorney granted in electronic form and under identification of a shareholder, the Company can file a motion to a shareholder to send in electronic form the scan of a power of attorney in PDF file or photo file showing the picture of the power of attorney. In case of any doubt or other situations which need clarification, the Company can take other steps in order to identify a shareholder or shareholders and verify the validity of the submitted powers of attorney, notifications and documents. The Company shall enclose powers of attorney in hard copy (including those printed from electronic version) to the minutes of the Annual General Meeting. Ways of exercising voting right through an attorney via form The Company makes available on its website http://inwestorzy.getbank.pl/eng/spolka/walne_zgromadzenie.html in fold: Forms form template to exercise voting right through an attorney or to give an attorney or shareholder written direction on voting indicated in Article 402(3)(1)(5) and 402(3)(3)(1-4) of the Polish Commercial Companies Code. The form mentioned above when completed by a shareholder, in case of an open voting at the Annual General Meeting may be used as a voting card for an attorney, provided a shareholder decided on that. In case of a secret voting the completed form may be treated solely as a written direction on the way of voting by an attorney and shall be retained by an attorney. In case an attorney voted using the form, the form shall be delivered to the Chairperson of the Annual General Meeting at the latest before the resolution is voted on. The Chairperson of the Annual General Meeting shall inform the Annual General Meeting on the votes cast with the form and on this basis such vote shall be included in the overall number of votes cast on the resolution. The form used in voting shall be enclosed to the book of minutes. In case the votes are counted with electronic vote counting devices, a form allowing to vote through an attorney shall not apply. Information on alternative forms of participation in the Annual General Meeting and exercising voting rights The Articles of Association of the Company does not allow to participate in the Annual General Meeting and to vote using means of electronic communication. The Annual General Meeting Rules does not stipulate any possibility to vote at the Annual General Meeting by way of correspondence. PLACE OF PRESENTING INFORMATION ON THE ANNUAL GENERAL MEETING Documentation presented to the Annual General Meeting as well as draft resolutions are available on: http://inwestorzy.getbank.pl/eng/spolka/walne_zgromadzenie.html. The notification of the planned merger and the announcement of the Management Board of Get Bank S.A. of the convocation of the Annual General Meeting are available on: http://inwestorzy.getbank.pl/eng/spolka/walne_zgromadzenie.html. All the information regarding Annual General Meeting is available on: http://inwestorzy.getbank.pl/eng/spolka/walne_zgromadzenie.html. The remarks of the Management Board of the Company and of the Supervisory Board of the Company regarding issues included in the agenda of the Annual General Meeting or issues which are to be included in the agenda prior to the Annual General Meeting shall be available on the Company’s website immediately after their preparation. LEGAL BASIS: Article 56(1)(2) of the Polish Act of 29 July 2005 on public offering and the conditions for introducing financial instruments into an organized trading system and on public companies (Journal of Laws of 2009, No. 185, item 1439 later amended) in connection with § 38(1)(1,3) of the Minister of Finance Regulation of 19 February 2009 on current and periodic reporting by issuers of securities and the rules of equal treatment of the information required by the laws of non-member states (Journal of Laws of 2009 No. 33, item 259 with later amendments) in connection with Article 4021§1 of the Polish Commercial Companies Code (Journal of Laws of 2000 No. 94, item 1047 with later amendments).