Getin Noble Bank (GNB)

1.86PLN
-1.06% 17:00

Current report number 34/2009

20.03.2009

Resolutions of the Annual General Meeting of Shareholders of Noble Bank S.A.
 

On the basis of § 38 (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), the Management Board of Noble Bank S.A. with its registered office in Warsaw announces the resolutions adopted on 20 March 2009 by the Annual General Meeting of Shareholders.

Resolution No. I/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on the election of the Chairperson of the Annual General Meeting

On the basis of Article 409 § 1 of the Polish Commercial Companies Code and on the basis of § 24 of the Articles of Association of Noble Bank S.A., the Annual General Meeting hereby elects Mr. Józef Palinka Chairperson of the Annual General Meeting.

The resolution comes into force on the day of its adoption.

Resolution No. II/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on adoption of the agenda of the Annual General Meeting

The Annual General Meeting hereby adopts the agenda, determined and published in the National Official Gazette [Monitor Sądowy i Gospodarczy] No. 39/2009 dated 25 February 2009 item 2317 as follows:
To open the meeting.
To elect a chairperson.
To acknowledge that the meeting has been convened properly and has the power to adopt resolutions.
To adopt the agenda of the meeting.
To adopt a resolution to consider and approve the Management Board’s report on the activities of Noble Bank S.A. in 2008.
To present the Supervisory Board’s brief assessment of the Company’s situation and to adopt a resolution to consider and approve the Supervisory Board’s report for the financial year 2008 containing the following: an assessment of the Management Board’s report on Noble Bank’s activities and Noble Bank’s financial statement for the financial year 2008, an assessment of the Management Board’s motion regarding the allocation of profit, and an assessment of work of the Management Board.
To adopt a resolution to consider and approve Noble Bank’s financial statement for the financial year 2008.
To adopt a resolution to consider and approve the Management Board’s report on the activities of the Noble Bank S.A. Capital Group in 2008.
To adopt a resolution to consider and approve Noble Bank S.A. Group’s consolidated financial statements for the financial year 2008.
To adopt a resolution to allocate profit for the financial year 2008 and, if a resolution is adopted to pay dividend, to adopt a resolution to set a dividend record date and a dividend payment date.
To adopt a resolution to acknowledge the fulfillment of duties by the members of Noble Bank’s Management Board in 2008.
To adopt a resolution to acknowledge the fulfillment of duties by the members of Noble Bank’s Supervisory Board in 2008.
To close the meeting.
The resolution comes into force on the day of its adoption.
Resolution No. III/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on consideration and approval of the Management Board’s report on the activities of Noble Bank S.A. in 2008.

On the basis of Article 393 (1) and Article 395 § 2 (1) of the Polish Commercial Companies Code and on the basis of § 21 (1) of the Articles of Association of Noble Bank S.A. the Annual General Meeting after consideration of the Management Board’s report on the activities of Noble Bank S.A. in 2008 hereby approves the Management Board’s report on the activities of Noble Bank in 2008.

The resolution comes into force on the day of its adoption.
Resolution No. IV/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on consideration and approval of the “Supervisory Board’s report for the financial year 2008” containing the assessment of the Management Board’s report on Noble Bank’s activities and Noble Bank’s financial statement for the financial year 2008.

On the basis of Article 395 § 5 of the Polish Commercial Companies Code and on the basis of § 43 (1) of the Articles of Association of Noble Bank S.A., the Annual General Meeting hereby approves the Supervisory Board’s report for the financial year 2008 containing the assessment of the Management Board’s report on Noble Bank’s activities and Noble Bank’s financial statement for the financial year 2008, an assessment of the Management Board’s motion regarding the allocation of profit, and an assessment of the work of the Management Board.

The resolution comes into force on the day of its adoption.
Resolution No. V/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on consideration and approval of Noble Bank’s financial statement for the financial year 2008.

On the basis of Article 393 (1) and Article 395 § 2 (1) of the Polish Commercial Companies Code and on the basis of § 21 (1) of the Articles of Association of Noble Bank S.A. the Annual General Meeting after consideration of Noble Bank’s financial statement for the financial year 2008 hereby approves Noble Bank’s financial statement for the financial year 2008 containing as follows:
1)      balance sheet as of 31 December 2008, which assets and liabilities equal 5 557 103 000 PLN,
2)      profit and loss account for the period starting on 1 January 2008 and ending on 31 December 2008, which shows net profit of 164 614 000 PLN,
3)      statement on the changes in equity for the period starting on 1 January 2008 and ending on 31 December 2008, which shows the increase in equity at 166 128 000 PLN,
4)      cash flow statement for the period starting on 1 January 2008 and ending on 31 December 2008, which shows the increase of net cash at 63 467 000 PLN, and
5)      additional information (“attached financial statement”).

The resolution comes into force on the day of its adoption.

6.      Resolution No. VI/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on consideration and approval of theManagement Board’s report on the activities of the Noble Bank S.A. Capital Group in 2008.

On the basis of Article 395 § 5 of the Polish Commercial Companies Code the Annual General Meeting after consideration of the Management Board’s report on the activities of the Noble Bank S.A. Capital Group in 2008 hereby approves the Management Board’s report on the activities of the Noble Bank S.A. Capital Group in 2008.

The resolution comes into force on the day of its adoption.

7.      Resolution No. VII/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on consideration and approval of thefinancial statements of the Noble Bank S.A. Capital Group in 2008.

On the basis of Article 395 § 5 of the Polish Commercial Companies Code the Annual General Meeting after consideration of the Noble Bank’s Capital Group’s consolidated financial statements for the financial year 2008 hereby approves the Noble Bank’s Capital Group’s consolidated financial statements in 2008 containing as follows:
1)      consolidated balance sheet as of 31 December 2008, which assets and liabilities equal 5 602 916 000 PLN,
2)      consolidated profit and loss account for the period starting on 1 January 2008 and ending on 31 December 2008, which shows net profit of 155 896 000 PLN,
3)      consolidated statements on the changes in equity for the period starting on 1 January 2008 and ending on 31 December 2008, which shows the increase in equity at 156 209 000 PLN,
4)      consolidated cash flow statements for the period starting on 1 January 2008 and ending on 31 December 2008, which shows the increase of net cash at 53 701 000 PLN, and
5)      additional information (“attached consolidated financial statement”).

The resolution comes into force on the day of its adoption.

8.      Resolution No. VIII/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on distribution of profit for the financial year 2008.

On the basis of Article 395 § 2 (2) of the Polish Commercial Companies Code and on the basis of § 21 (1) and § 39 (5) of the Articles of Association of Noble Bank S.A. and considering the Supervisory Board’s assessment of the Management Board’s motion, the Annual General Meeting adopts as follows:

After consideration of the Management Board’s motion regarding the allocation of profit and after consideration of the financial statement, the Annual General Meeting hereby decides to divide the net profit for the financial year 2008 in the amount of 164,614,430.02 PLN (in words: one hundred sixty four million six hundred fourteen thousand four hundred thirty zloty and two) as follows:
1.      Shareholder’s dividend – 45,187,412.76 PLN (in words: forty five million one hundred eighty seven thousand four hundred twelve zloty and seventy six),
2.      Reserve fund – 119,427,017.26 PLN (in words: one hundred nineteen million four hundred twenty seven thousand seventeen zloty and twenty six).

The resolution comes into force on the day of its adoption.

9.      Resolution No. IX/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on settlement of the dividend record date and dividend payment date.

On the basis of Article 348 § 3 of the Polish Commercial Companies Code and on the basis of § 21 (1) and § 39 (5) of the Articles of Association of Noble Bank S.A., the Annual General Meeting adopts as follows:
Noble Bank S.A. shall pay dividend for the financial year 2008 in the gross amount of 0,21 PLN per share.
The dividend record date is 10 April 2009.
The dividend payment date is 30 April 2009.
The dividend can be paid out in a form of:
1)      transfer on cash account used for serving securities account – in case shares are entered on securities account (investment account),
2)      transfer on bank account pointed by the shareholder or in cash – in case a shareholder does not have a securities account.

The resolution comes into force on the day of its adoption.

10. Resolution No. X/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on acknowledgement of the fulfillment of duties by Mr. Jarosław Augustyniak.

On the basis of Article 393 (1) and Article 395 § 2 (3) of the Polish Commercial Companies Code and on the basis of § 21 of the Articles of Association of Noble Bank S.A., the Annual General Meeting hereby acknowledges fulfillment of duties in the financial year 2008 by Mr. Jarosław Augustyniak – the President of the Management Board from 7 March 2008 to 31 December 2008.

The resolution comes into force on the day of its adoption.

11. Resolution No. XI/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on acknowledgement of the fulfillment of duties by Mr. Krzysztof Spyra.

On the basis of Article 393 (1) and Article 395 § 2 (3) of the Polish Commercial Companies Code and on the basis of § 21 of the Articles of Association of Noble Bank S.A., the Annual General Meeting hereby acknowledges fulfillment of duties in the financial year 2008 by Mr. Krzysztof Spyra – the Member of the Management Board from 1 January 2008 to 31 December 2008.

The resolution comes into force on the day of its adoption.

12. Resolution No. XII/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on acknowledgement of the fulfillment of duties by Mr. Maurycy Kühn.

On the basis of Article 393 (1) and Article 395 § 2 (3) of the Polish Commercial Companies Code and on the basis of § 21 of the Articles of Association of Noble Bank S.A., the Annual General Meeting hereby acknowledges fulfillment of duties in the financial year 2008 by Mr. Maurycy Kühn – the Member of the Management Board from 1 January 2008 to 31 December 2008.

The resolution comes into force on the day of its adoption.

13. Resolution No. XIII/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on acknowledgement of the fulfillment of duties by Mr. Henryk Pietraszkiewicz.

On the basis of Article 393 (1) and Article 395 § 2 (3) of the Polish Commercial Companies Code and on the basis of § 21 of the Articles of Association of Noble Bank S.A., the Annual General Meeting hereby acknowledges fulfillment of duties in the financial year 2008 by Mr. Henryk Pietraszkiewicz – the President of the Management Board from 1 January 2008 to 7 March 2008.

The resolution comes into force on the day of its adoption.

14. Resolution No. XIV/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on acknowledgement of the fulfillment of duties by Mr. Piotr Stępniak.

On the basis of Article 393 (1) and Article 395 § 2 (3) of the Polish Commercial Companies Code and on the basis of § 21 of the Articles of Association of Noble Bank S.A., the Annual General Meeting hereby acknowledges fulfillment of duties in the financial year 2008 by Mr. Piotr Stępniak – the Chairman of the Supervisory Board from 1 January 2008 to 22 January 2008.

The resolution comes into force on the day of its adoption.

15. Resolution No. XV/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on acknowledgement of the fulfillment of duties by Mr. Krzysztof Rosiński.

On the basis of Article 393 (1) and Article 395 § 2 (3) of the Polish Commercial Companies Code and on the basis of § 21 of the Articles of Association of Noble Bank S.A., the Annual General Meeting hereby acknowledges fulfillment of duties in the financial year 2008 by Mr. Krzysztof Rosiński – the Chairman of the Supervisory Board from 6 March 2008 to 31 December 2008.

The resolution comes into force on the day of its adoption.

16. Resolution No. XVI/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on acknowledgement of the fulfillment of duties by Mr. Michał Kowalczewski.

On the basis of Article 393 (1) and Article 395 § 2 (3) of the Polish Commercial Companies Code and on the basis of § 21 of the Articles of Association of Noble Bank S.A., the Annual General Meeting hereby acknowledges fulfillment of duties in the financial year 2008 by Mr. Michał Kowalczewski – the Member of the Supervisory Board from 1 January 2008 to 31 December 2008.

The resolution comes into force on the day of its adoption.

17. Resolution No. XVII/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on acknowledgement of the fulfillment of duties by Mr. Marek Kaczałko.

On the basis of Article 393 (1) and Article 395 § 2 (3) of the Polish Commercial Companies Code and on the basis of § 21 of the Articles of Association of Noble Bank S.A., the Annual General Meeting hereby acknowledges fulfillment of duties in the financial year 2008 by Mr. Marek Kaczałko – the Vice-Chairman of the Supervisory Board from 1 January 2008 to 18 September 2008.

The resolution comes into force on the day of its adoption.

18. Resolution No. XVIII/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on acknowledgement of the fulfillment of duties by Mr. Dariusz Niedośpiał.

On the basis of Article 393 (1) and Article 395 § 2 (3) of the Polish Commercial Companies Code and on the basis of § 21 of the Articles of Association of Noble Bank S.A., the Annual General Meeting hereby acknowledges fulfillment of duties in the financial year 2008 by Mr. Dariusz Niedośpiał – the Member of the Supervisory Board from 1 January 2008 to 31 December 2008.

The resolution comes into force on the day of its adoption.

19. Resolution No. XIX/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on acknowledgement of the fulfillment of duties by Mr. Remigiusz Baliński.

On the basis of Article 393 (1) and Article 395 § 2 (3) of the Polish Commercial Companies Code and on the basis of § 21 of the Articles of Association of Noble Bank S.A., the Annual General Meeting hereby acknowledges fulfillment of duties in the financial year 2008 by Mr. Remigiusz Baliński – the Member of the Supervisory Board from 1 January 2008 to 31 December 2008.

The resolution comes into force on the day of its adoption.

20. Resolution No. XX/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20 March 2009 on acknowledgement of the fulfillment of duties by Mr. Radosław Stefurak.

On the basis of Article 393 (1) and Article 395 § 2 (3) of the Polish Commercial Companies Code and on the basis of § 21 of the Articles of Association of Noble Bank S.A., the Annual General Meeting hereby acknowledges fulfillment of duties in the financial year 2008 by Mr. Radosław Stefurak – the Member of the Supervisory Board from 31 July 2008 to 31 December 2008.

The resolution comes into force on the day of its adoption.