Getin Noble Bank (GNB)
Current report 23/201109.05.2011
Registration of changes of the Articles of Association of Getin Noble Bank S.A.
Current report 23/2011, 9 May 2011 The Management Board of Getin Noble Bank S.A. (the “Issuer”) hereby informs that today, i.e. on 9 May 2011 the Issuer has taken knowledge of the fact that on 9 May 2011 the District Court for the Warsaw City in Warsaw, 13th Commercial Division of the National Court Register has registered changes of the Articles of Association of the Issuer, adopted by the Resolution No. III/28/04/2011 of the Extraordinary General Meeting of the Issuer dated 28 April 2011, as follows: 1.Article 1 has the following wording: „Getin Noble Bank Spółka Akcyjna, hereinafter referred to as the “Bank”, is established in the form of a joint stock company and operates pursuant to the provisions of the Banking Law, the Commercial Companies Code, these Articles of Association and other laws binding in the Republic of Poland.” 2.Article 6 (2) has the following wording: “2. Additionally, the Bank is entitled to: 1) acquire or purchase shares and rights attached to shares, shares of another legal person and participation units in investment funds, 2) undertake liabilities related to the issue of securities, 3) trade in securities, 4) purchase and sell real property, 5) perform swaps of debts into components of the debtor’s assets, on the terms agreed on with the debtor, 6) render consulting and advisory services on financial matters, 7) conduct brokerage activity in accepting and transferring orders to purchase or sell financial instruments, 8) perform agency services in selling and buying back investment funds participation units and rights as well as accept subscriptions for participation units and investment certificates in investment funds, 9) 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, 10) perform permanent or periodical agency services in the name and on behalf of the investment company within business operations of this company, 11) conduct canvassing activities in favour of open-ended pension funds, 12) perform financial lease services, 13) perform activities in insurance intermediation, 14) conduct activities in factoring and forfeiting.” 3.Article 7 has the following wording: “The Bank’s business specified in Article 6 is classified in accordance with the Polish Activity Classification (PKD) as: 1) Other financial intermediation services—PKD 64.19.Z, 2) Finance lease — PKD 64.91.Z., 3) Other forms of granting credit facilities — PKD 64.92.Z., 4) Brokerage activities connected with securities and stock exchange commodities market - PKD 66.12.Z., 5) Insurance agents and brokers activity – PKD 66.22.Z, 6) Buying and selling of own real estates – PKD 68.10.Z, 7) Funds management activities – PKD 66.30.Z., 8) Financial holdings activity – PKD 64.20.Z., 9) Other activity supporting financial services, excluding insurance policies and pension funds – PKD 66.19.Z., 10) Other financial service activities , otherwise unclassified, excluding insurance policies and pension funds – PKD 64.99.Z.” 4.Article 20 has been changed by adding new clause 3 in the following wording: “Shareholder or shareholders representing at least 1/20 of the share capital may require that particular items should be put on the agenda of the General Meeting. This requirement should be reported to the Management Board not later than twenty one days prior to the General Meeting. And it should contain justification or draft resolution regarding the proposed item of the agenda.” 5.Article 20 (4) has the following wording: “Issues to be brought up at the General Meeting of Shareholders should be presented beforehand by the Management Board to the Supervisory Board, who shall pass their opinion. No opinion from the Supervisory Board shall not release the Management Board from the obligation to present an issue brought up in accordance with Article 20(3)and 20(3¹) to the General Meeting of Shareholders.” 6.Article 21 (1)(5) has the following wording: “5) appoint and recall members of the Supervisory Board,” 7.Article 22 (1) has the following wording: “Shareholders may participate in the General Meeting of Shareholders in person or represented by proxies. Powers of attorney to take part and to exercise voting rights at the General Meeting of Shareholders shall be made in writing or in electronic form.” 8.Article 26 (3) has the following wording: “The Supervisory Board shall elect the Chairman, the Deputy Chairman and the Secretary from among its members.” 9.Article 28 (5) has the following wording: “Resolutions referred to in Art. 28.3-4 shall only be valid when all the Supervisory Board members have been notified of the contents of the draft resolution. Adopting resolutions under the procedure described in Art. 28.3-4 shall not apply to the appointment of the Chairman, the Deputy Chairman and the Secretary of the Supervisory Board as well as to appointing, recalling and suspending the Supervisory Board members from their duties.” 10.Article 31 (2) has the following wording: “The members of the Management Board shall be appointed by the Supervisory Board as required by the Banking Law. The Supervisory Board can appoint among the Management Board members the First Vice-President, Vice-President or Vice-Presidents of the Management Board” 11.Article 33 has the following wording: “1. The President of the Management Board shall, in particular manage the activities of the Bank’s Management Board, and supervise the internal audit system. 2. In the absence of the Management Board President, the First Deputy President shall fulfill his duties and manage the Management Board operations or in case the First Vice-President is absent or the post has not been filled, Vice-President or Member appointed by a Management Board resolution. 3. 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.” The Extraordinary General Meeting of the Issuer authorized in clause 2 of the abovementioned Resolution the Supervisory Board to establish the uniform text of the Articles of Association of Getin Noble Bank S.A. The Issuer shall inform on the adoption of the uniform text of the Articles of Association by the Supervisory Board in a separate report. Legal basis : Article 56(1)(2a) of the Polish Act of 25 July 2005 on public offerings and the conditions for introducing financial instruments into an organized trading system and on public companies (Journal of Laws No. 184 item 1539 of 2005 later amended) read with § 38(1)(2) 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 later amended).