Getin Noble Bank (GNB)

1.50PLN
+ 0.67% 17:01

Current report number 48/2009

17.04.2009

Second notice of merger and convocation of Extraordinary General Meeting of Shareholders
 

The Management Board of Noble Bank S.A. with its registered office in Warsaw at Domaniewska Street 39B, entered into the register of entrepreneurs maintained by the District Court for Warsaw City, 13th Commercial Division of the National Court Register under KRS number 18507, acting on the basis of Article 504 § 1 and 2 read with Article 402 § 1 and 2 of the Polish Commercial Companies Code, hereby announces for the second time planned merger of Noble Bank S.A. and Getin Bank S.A. with is registered office in Katowice.

The merger plan was announced on 10 February 2009 in National Official Gazette [Monitor Sądowy i Gospodarczy] No. 28/2009, item 1622. The announcement mentioned above was rectified on 5 March 2009 in National Official Gazette [Monitor Sądowy i Gospodarczy] No. 45/2009, item 2663 with regard to editorial errors for which National Official Gazette [Monitor Sądowy i Gospodarczy] was responsible.

The planned date for the Extraordinary General Meeting of Shareholders’ resolution on merger of Noble Bank S.A. and Getin Bank S.A. and on changes to the Articles of Association of Noble Bank S.A. as well as on authorization of the Management Board to apply for admission J series shares to trading on a regulated market, dematerialization of shares and conclusion of agreement with National Depository for Securities is 18 June 2009.

The following documents set out in Article 505 § 1 of the Polish Commercial Companies Code shall be presented to Shareholders from 4 May 2009 in the office of Noble Bank S.A. in Warsaw (02-675), on the ground floor, on every working day from 10 a.m. to 4 p.m.:
1)      merger plan of Noble Bank S.A. with Getin Bank S.A. dated 29 January 2009,
2)      financial statements and Management Boards’ reports of Noble Bank S.A. and Getin Bank S.A. activity for the last three financial years together with opinions and reports of statutory auditors,
3)      documents set out in Article 499 § 2, i.e. draft of resolutions on merger, draft changes to the Articles of Association of Noble Bank S.A., statement of valuation of Getin Bank S.A. assets, statement of accounting condition of Noble Bank S.A. and Getin Bank S.A.,
4)      reports of Management Boards of Noble Bank S.A. and Getin Bank S.A. dated 29 January 2009 prepared for the purpose of merger,
5)      statutory auditor’s opinion on merger plan dated 2 March 2009

Moreover, the Management Board of Noble Bank S.A., acting on the basis of Article 399 § 1 and Article 402 and § 20 (1) of the Articles of Association of the Company, hereby convenes the Extraordinary General Meeting of Shareholders for 18 June 2009 at 9 a.m. in the Company’s office in Warsaw at Domaniewska Street 39B with the following agenda:
1)      To open the meeting
2)      To elect a 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 essential parts of the merger plan of the Company with Getin Bank S.A. with its registered office in Katowice, of the Management Board’s report and statutory auditor’s opinion on merger plan.
6)      To adopt resolution on merger of Noble Bank S.A. with Getin Bank S.A. and on changes to the Articles of Association of Noble Bank S.A. and on authorization of the Management Board to apply for admission J series shares to trading on a regulated market, dematerialization of shares and conclusion of agreement with National Depository for Securities.
7)      To adopt resolution on granting authorization to the Supervisory Board to adopt uniform text of the Articles of Association of Noble Bank S.A.
8)      To close the meeting.
The Management Board of Noble Bank S.A. announces that shareholders can take part in the Meeting personally or through proxies. The power of attorney should be granted in writing otherwise being null and void. The proxies of legal persons should present extracts from appropriate registers, showing persons entitled to represent those legal persons.
Entitled to participation in the General Meeting are shareholders, who submit registered deposit certificates issued by the entity carrying securities account, as a proof of shareholder’s ownership of Noble Bank S.A. shares. Deposit certificate should contain confirmation of shares blocking until the time, the Extraordinary General Meeting of Shareholders has been held. Deposit certificates shall be submitted in the office of Noble Bank S.A. at Domaniewska Street 39B, on the ground floor at Shareholders’ Registration Point till 10 June 2009 till 4 p.m. at the latest.
The list of shareholders entitled to participate in the General Meeting shall be presented in the office of the Company  for three working days before the General Meeting is held, according to Article 407 § 1 of the Polish Commercial Companies Code.

Proposed changes to the Articles of Association:

Present wording of Article 2
“The name of the Bank shall be: “NOBLE Bank Spółka Akcyjna”.

Present wording of Article 2
“The name of the Bank shall be: “Getin Noble Bank Spółka Akcyjna”.

Present wording of Article 3
“The Bank may use an abbreviated form of its name: “NOBLE Bank S.A.”

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

Present wording of Article 6 (1)
“The Bank’s business shall include:
1.      The performance of the following banking operations:
1)      accepting cash deposits payable on demand or at a due date and keeping accounts for such deposits,
2)      keeping other bank accounts,
3)      granting loans,
4)      granting and confirming bank guarantees and confirming letters of credit,
5)      issuing banking securities,
6)      conducting banking cash settlements,
7)      granting cash advances,
8)      concluding cheque, bill of exchange and warrant transactions,
9)      issuing payment cards and processing card operations,
10) performing term financial transactions,
11) purchase and sale of receivables,
12) safekeeping of valuables and securities and provision of safe boxes,
13) purchase and sale of foreign currencies,
14) granting and confirming sureties,
15) performing commissioned operations related to the issue of securities,
16) providing agency services in money transfers and foreign exchange settlements.”

Proposed wording of Article 6 (1)
“The Bank’s business shall include:
1.      The performance of the following banking operations:
1)      accepting cash deposits payable on demand or at a due date and keeping accounts for such deposits,
2)      keeping other bank accounts,
3)      granting loans,
4)      granting and confirming bank guarantees and confirming letters of credit,
5)      issuing banking securities,
6)      conducting banking cash settlements,
7)      granting cash advances,
8)      concluding cheque, bill of exchange and warrant transactions,
9)      issuing payment cards and processing card operations,
10) performing term financial transactions,
11) purchase and sale of receivables,
12) safekeeping of valuables and securities and provision of safe boxes,
13) purchase and sale of foreign currencies,
14) granting and confirming sureties,
15) performing commissioned operations related to the issue of securities,
16) providing agency services in money transfers and foreign exchange settlements,
17) issuing of electronic payment instrument.”

Present wording of Article 6 (2)
“2. Additionally, the Bank is entitled to:
1)      acquire or purchase shares and rights attached 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.”

Proposed wording of Article 6 (2)
“ 2.Additionally, the Bank is entitled to:
1)      acquire or purchase shares and rights attached 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)      perform activities within insurance brokerage,
10) render certificate services in the meaning of the act on electronic signature except for issuing qualified certificates used by the banks in activities they constitute a party.”

Present wording of Article 7
“The Bank’s business specified in Art. 6 is classified in accordance with the Polish Activity Classification (PKD) as:
1)      Financial intermediation services—PKD 65.1.
2)      Other financial intermediation services— PKD 65.12 A.
3)      Finance lease— PKD 65.21.Z.
4)      Other forms of granting credit facilities— PKD 65.22.Z.
5)      Other financial intermediation services, otherwise unclassified— PKD 65.23.Z.
6)      Brokerage activity—PKD 67.12.A.
7)      Management of investment funds and a collective portfolio of securities—PKD 67.12.B.
8)      Auxiliary financial activity, otherwise unclassified—PKD 67.13.Z,
9)      Auxiliary activity connected with insurance and pension funding—PKD 67.20.Z.”

Proposed wording of Article 7
“The Bank’s business specified in Art. 6 is classified in accordance with the Polish Activity Classification (PKD) as:
1)      Financial intermediation services—PKD 65.1.
2)      Other financial intermediation services— PKD 65.19.Z.,
3)      Finance lease— PKD 65.91.Z.,
4)      Other forms of granting credit facilities— PKD 64.92.Z.,
5)      Financial holdings activity – PKD 64.20.Z.,
6)      Trust, funds and similar financial institution activity – PKD 64.30.Z.,
7)      Other service activity, otherwise unclassified, except for insurance and pension funding – PKD 64.99.Z.,
8)      Brokerage activity connected with securities and stock market products —PKD 67.12.Z.,
9)      Activity connected with management of funds — PKD 66.30.Z.,
10) Auxiliary financial activity, otherwise unclassified, except for insurance and pension funding —PKD 66.19.Z.,
11) Activity connected with risk assessment and estimation of loss incurred – PKD 66.21.Z.,
12) Insurance agents and brokers activity – PKD 66.22.Z.,
13) Auxiliary activity connected with insurance and pension funding —PKD 67.29.Z.”

Present wording of Article 9 (1)
1. The Bank’s share capital amounts to PLN 215,178,156 (in words: two hundred and fifteen
million, one hundred and seventy eight thousand, one hundred and fifty six 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.

Proposed wording of Article 9 (1)
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.


Present wording of Article 11
(Deleted)

Proposed wording of Article 11
1.      The Management Board can increase share capital once or few times in the period till 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 715,322,322.00 PLN (in words: seven hundred fifteen million three hundred and twenty two thousand three hundred and twenty two 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 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.”

Proposed wording of Article 11a
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.”


Present wording of Article 28 (2)
2. For the Supervisory Board’s resolutions to be valid, all members of the Supervisory Board have to be invited to the meeting and the majority of them, including the Chairman or the Deputy Chairman, have to be present.

Proposed wording of Article 28 (2)
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.

Present wording of Article 31 (1) (2)
1.      The Management Board shall consist of at least three 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.

Proposed wording of Article 31 (1) (2)
1.      The Management Board shall consist 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.

Present wording of Article 33 (2)
2.      In the absence of the Management Board President, his duties shall be fulfilled by the Vice-President or Member appointed by a Management Board resolution, who shall manage the Board’s operations.

Proposed wording of Article 33 (2)
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.

Present wording of Article 35 (1)
1.      The following persons are authorised to make declarations on behalf of the Bank: two Members of the Management Board acting jointly, one Member of the Management Board acting jointly with a proxy or two proxies acting jointly.

Proposed wording of Article 35 (1)
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.

Present wording of Article 40
1. (Deleted).
2. (Deleted).
3. (Marking deleted).
The Bank shall pay the shareholders no interest on dividends unclaimed at the due date.

Proposed wording of Article 40
1. (Deleted).
2. (Deleted).
3. (Marking deleted).
The Bank shall pay the shareholders no interest on dividends unclaimed at the due date. The Bank shall pay no interest on payments unclaimed due to individual founding certificates issued by Getin Bank S.A.

Legal basis: §38 (1)(1) and (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).