Getin Noble Bank (GNB)

1.62PLN
0.00% 17:02

Current report 27/2011

26.05.2011

Registration of changes of the Articles of Association of Getin Noble Bank S.A.

Current report 27/2011, 26 May 2011 The Management Board of Getin Noble Bank S.A. (the “Issuer”) hereby informs that today, i.e. on 26 May 2011 the Issuer has taken knowledge of the fact that 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. XXXVIII/30/03/2011 of the Annual General Meeting of the Issuer dated 30 March 2011, as follows: Article 9(2-4) has the following wording: “2. The nominal value of the conditional increase of the Bank’s share capital shall not exceed PLN 6,000,000 (six million zlotys). 3. The conditional share capital increase shall be executed by way of issuing ordinary bearer K series shares with a par value of PLN 1.00 (one zloty) each, in a number not greater than PLN 6,000,000 (six million zlotys). 4. The K series shares shall be acquired by the eligible persons with rights to A series subscription warrants, issued in accordance with Resolution No. XXXVII/30/03/2011 of the General Meeting dated 30 March 2011 on adoption of guidelines of the motivating program for the members of the Supervisory Board, members of the Management Board and representatives of the managerial staff of higher level, issue of subscription warrants and conditional increase of share capital by issuing new shares.” The Issuer has also taken knowledge of the fact that the District Court for the Warsaw City in Warsaw, 13th Commercial Division of the National Court Register has registered a change 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: Article 20 (3) has the following wording: “Shareholders representing at least half of the share capital or at least half of the total number of votes at the Bank may require that an Extraordinary General Meeting of Shareholders should be convened. Shareholders appoint the Chairperson of this Meeting. Shareholders representing at least 1/20 of the share capital may require that an Extraordinary General Meeting of Shareholders should be convened and that specific items be introduced in the agenda of the next General Meeting of Shareholders.” The Annual General Meeting of the Issuer dated 30 March 2011 and the Extraordinary General Meeting of the Issuer dated 28 April 2011 authorized in clause 2 of the Resolution No. XXXVIII/30/03/2011 and the Resolution No. III/28/04/2011 respectively 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).