Getin Noble Bank (GNB)

1.42PLN
0.00% 17:00

Current report 1/2010

04.01.2010

Court Order on registration of merger, share capital increase and changes of articles of association

Please be advised that on 4th January 2010 the Management Board of Getin Noble Bank S.A. (the “Issuer”) received the information that the Warsaw District Court, 13th Commercial Division of the National Court Register issued a court order, on the basis of which the merger of the company Noble Bank S.A. and Getin Bank S.A. under the new name Getin Noble Bank S.A. has been registered in the register of entrepreneurs of the National Court Register on 4th January 2010.

The merger of Noble Bank S.A. and Getin Bank S.A. has been accomplished under Article 123 91) and 93) of the Polish Banking Law Act in connection with Article 492 (1) (1) of the Polish Commercial Companies Act, by transferring all the assets of Getin Bank S.A. to Noble Bank S.A. and increasing the share capital of Noble Bank S.A. by the value of new merger shares to be issued.  

Getin Bank S.A. was a national retail bank offering a wide range of services for individual customers as well as small businesses and micro-enterprises. Noble Bank S.A was a financial institution oriented towards providing services for wealthy individual customers and whose top priority were the individual needs and expectations of customers. 

At the same time the Warsaw District Court, 13th Commercial Division of the National Court Register on 4th January 2010 registered the increase of the share capital of Noble Bank S.A. from PLN 215,178,156.00 (two hundred and fifteen million one hundred and seventy-eight thousand one hundred and fifty-six zlotys) to PLN 953,763,097.00 (nine hundred and fifty-three million seven hundred and sixty-three thousand ninety-seven zlotys), i.e. by the amount of PLN 738,584,941.00 (seven hundred and thirty-eight million five hundred and eighty-four thousand nine hundred and forty-one zlotys), by issuing 738.584.941 (seven hundred and thirty-eight million five hundred and eighty-four thousand nine hundred and forty-one ) series J Noble Bank shares with the nominal value of PLN 1.00 (one zloty) each.

The total number of voices resulting from all of the shares issued by the Issuer after the registration of the share capital increase amounts to 953,763,097.00 voices (nine hundred and fifty-three million seven hundred and sixty-three thousand ninety-seven).
The Issuer’s share capital structure after the changes registration is as follows:
• 47,292 ordinary registered A series shares with a par value of PLN 1.00 (in words: one zloty) each,
• 18,884 ordinary registered B series shares with a par value of PLN 1.00 (in words: one zloty) each,
• 9,840 ordinary registered C series shares with a par value of PLN 1.00 (in words: one zloty) each,
• 90,646 ordinary registered D series shares with a par value of PLN 1.00 (in words: one zloty) each,
• 2,796 ordinary registered E series shares with a par value of PLN 1.00 (in words: one zloty) each,
• 8,698 ordinary registered F series shares with a par value of PLN 1.00 (in words: one zloty) each,
• 200,000,000 ordinary registered G series shares with a par value of PLN 1.00 (in words: one zloty) each,
• 15,000,000 ordinary registered H series shares with a par value of PLN 1.00 (in words: one zloty) each,
• 738.584.941 ordinary bearer J series shares with the nominal value of PLN 1.00 (one zloty) each

Moreover, the Warsaw District Court, 13th Commercial Division of the National Court Register on 4th January 2010 registered the changes in the Issuer’s articles of association adopted on 18 June 2009 by way of Resolution IV/18/06/2009 and V/18/06/2009 of the Extraordinary General Meeting of Noble Bank S.A., with the following  wording:
Article 2 shall have the following wording:

“The name of the Bank shall be: “Getin Noble Bank Spółka Akcyjna”.

Article 3 shall have the following wording:
“The Bank may use an abbreviated form of its name: “Getin Noble Bank S.A.”

Article 6 (1) shall be changed by adding point 17 in the following wording:
17) “issuing of electronic payment instrument”.

Article 9 (1) shall have the following wording:
1. “The Bank’s share capital amounts to PLN 953,763,097.00 (in words: nine hundred fifty three million, seven hundred and seventy six thousand ninety seven zlotys) and is divided into:
• 47,292 ordinary registered A series shares with a par value of PLN 1.00 (in words: one zloty) each,
• 18,884 ordinary registered B series shares with a par value of PLN 1.00 (in words: one zloty) each,
• 9,840 ordinary registered C series shares with a par value of PLN 1.00 (in words: one zloty) each,
• 90,646 ordinary registered D series shares with a par value of PLN 1.00 (in words: one zloty) each,
• 2,796 ordinary registered E series shares with a par value of PLN 1.00 (in words: one zloty) each,
• 8,698 ordinary registered F series shares with a par value of PLN 1.00 (in words: one zloty) each,
• 200,000,000 ordinary registered G series shares with a par value of PLN 1.00 (in words: one zloty) each,
• 15,000,000 ordinary registered H series shares with a par value of PLN 1.00 (in words: one zloty) each,
• 738 584 941 ordinary registered J series shares with a par value of PLN 1.00 (in words: one zloty) each”.

Article 11 shall have the following wording:

1. “The Management Board can increase share capital once or few times in the period until 30 May 2012 within the authorized capital by the issue of bearer shares (authorized capital).
2. The total increase of the share capital mentioned in paragraph 1 can not exceed the amount of 350,000,000.00 PLN (in words: three hundred fifty million zlotys).
3. The Management Board can increase the share capital within the authorized capital only upon resolution in the form of a notarial deed. The Management Board upon the Supervisory Board’s consent sets the issue price.
4. The Management Board of the Bank is authorized to set detailed conditions and way to conduct subscription of shares issued in relation to the increase of share capital within authorized capital, in particular to:
- set the terms of opening and closing of subscription of shares,
- set ways and conditions of registration for subscription,
- allocate shares, including allocation of shares not taken up upon execution of rights for shares,
- take all and necessary steps to admit new issue shares to trading on regulated market, including dematerialization of shares, conclusion of agreements of shares registration in National Depository for Securities and application for admission and introduction of shares to trading on regulated market.
5. Shares issued through share capital increase within authorized capital participate in dividend  for the financial year they were taken up.
6. The Management Board of the Bank upon increase of share capital within authorized capital can issue shares for contribution in cash and non-cash contribution. Issue of shares for non-cash contribution requires the Supervisory Board’s consent.
7. The Management Board of the Bank can not issue preference shares as well as grant individual exemptions in connection with shares taken up in connection with share capital increase within authorized capital.”

Article 11a shall be added in the following wording:
1. “In relation to the merger of the Bank with Getin Bank S.A. with its registered office in Katowice through transfer to the Bank the whole assets of Getin Bank S.A., the Bank takes over oblgations towards founders of Getin Bank S.A. resulting from 200 (two hundred) individual founding certificates issued by Getin Bank S.A. for particular services provided by Getin Bank’s foundation.
2. Individual founding certificates issued by Getin Bank S.A. expire on 31 December 2010.
3. Individual founding certificates issued by Getin Bank S.A. give right to participate in division of profit on the same terms as common shares. Rights resulting from one individual founding certificate in this scope rights arising from 71,25 (in words: seventy on and twenty five) common shares, but the minimum amount of dividend calculated for shareholder according to Article 355 § 2 of the Polish Commercial Companies Code due to their participation in profit can not be less than 99 per cent of the amount to divide.
4. Individual founding certificates can not be disposed as well as inherited.”

Article 28 (2) shall have the following wording:
2. “For the Supervisory Board’s resolutions to be valid, all members of the Supervisory Board have to be invited to the meeting and at least half of them, including the Chairman or the Deputy Chairman, have to be present”.

Article 31 (1)(2) shall have the following wording:
1. “The Management Board shall consist of three to eight members. The number of the Management Board members shall be determined by the Supervisory Board.
2. The Management Board shall consist of the President, the Vice-President or Vice- Presidents and a Member or Members. The President, the First Vice-President, Vice- Presidents and Members of the Management Board shall be appointed by the Supervisory Board as required by the Banking Law”.

Article 33 (2) shall have the following wording:
2. “In the absence of the Management Board President, his duties shall be fulfilled by the First Vice-President or in case the First Vice-President is absent or the post has not been filled, Member appointed by a Management Board resolution, who shall manage the Board’s operations”.

Article 35 (1) shall have the following wording:
1. “The following persons are required to make declarations on behalf of the Bank: two Members of the Management Board acting jointly or one Member of the Management Board acting jointly with a proxy”.

Article 40 shall be changed by adding the second sentence in the following wording:
“The Bank shall pay no interest on payments unclaimed due to individual founding certificates issued by Getin Bank S.A”.

Legal basis: art. 56 sec. 1 point 2 letter a) of the 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 of 2005, No. 184, item 1539, later amended), in accordance with § 5 sec. 1 point 9 and 14 and in connection with § 15, §20 and §38 sec. 1 point 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).