Getin Noble Bank (GNB)

1.62PLN
0.00% 17:02

Current report number 57/2009

03.06.2009

Draft resolutions of the Extraordinary General Meeting of Shareholders of Noble Bank S.A.
 

On the basis of §38 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 hereby announces draft resolutions which it intends to bring forward to the Extraordinary General Meeting of Shareholders of Noble Bank S.A. as well as attachments to these draft resolutions, which are to be the subject of the General Meeting, and which are essential for the resolutions and have not been published yet.

Draft resolution No. I/18/06/2009 of the Extraordinary General Meeting of Shareholders of Noble Bank S.A. dated 18 June 2009 on the election of the Chairperson of the 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 Extraordinary General Meeting hereby elects Mr./Ms. .............................. Chairperson of the General Meeting.

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

Draft resolution No. II/18/06/2009 of the Extraordinary General Meeting of Shareholders of Noble Bank S.A. dated 18 June 2009 on the adoption of the agenda of the Meeting.
The Extraordinary General Meeting hereby adopts the agenda, determined and published in the National Official Gazette [Monitor Sądowy i Gospodarczy] No. 70/2009 dated 09 April 2009 item 4346 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 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.
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.
To adopt resolution on granting authorization to the Supervisory Board to adopt uniform text of the Articles of Association of Noble Bank S.A.
To close the meeting.
The resolution comes into force on the day of its adoption.

Draft resolution No. III/18/06/2009 of the Extraordinary General Meeting of Shareholders of Noble Bank S.A. dated 18 June 2009 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.
The Extraordinary General Meeting of Noble Bank S.A. with its registered office in Warsaw (the “Company”) adopts as follows:

§1
On the basis of Article 492 § 1 (1) and Article 506 § 1 of the Commercial Companies Code the Meeting adopts merger of the Company acting as acquiring company and Getin Bank S.A. with its registered office in Katowice (40-479), 10 Pszczyńska Street, entered into the register of entrepreneurs maintained by the National Court Register under KRS No. 0000027116 (“Getin Bank S.A.”) acting as target company, by transferring all the assets of Getin Bank S.A. to Noble Bank S.A. in exchange for shares, which the Company shall issue to the shareholders of Getin Bank S.A.

§2
On the basis of Article 506 § 4 of the Commercial Companies Code the Meeting hereby consents to the Merger Plan agreed between the Company and Getin Bank S.A. on 29 January 2009, attached to the Minutes of the General Meeting of Shareholders (Attachment No. 1) and consents to the changes of the Articles of Association presented in § 4 below.

§3
1.      In connection with merger of the Company with Getin Bank S.A. by transferring all the assets of Getin Bank S.A. to Noble Bank S.A. in exchange for shares, which the Company shall issue to the shareholders of Getin Bank S.A., hereby increases the equity of the Company from PLN 215,178,156.00 (in words: two hundred and fifteen million one hundred and seventy-eight thousand one hundred and fifty-six zlotys) to PLN 953,763,097.00 (in words: 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 (in words: seven hundred and thirty-eight million five hundred and eighty-four thousand nine hundred and forty-one zlotys), by issuing 738.584.941 (in words: seven hundred and thirty-eight million five hundred and eighty-four thousand nine hundred and forty-one) series J Noble Bank shares numbered from 1 to 738.584.941 with the nominal value of PLN 1.00 (one zloty) to be given to the shareholders of Getin Bank S.A.
2.      New shares of the Company shall participate in dividend from 1 January 2009.
3.      New shares in the amount of 738.584.941 (in words: seven hundred and thirty-eight million five hundred and eighty-four thousand nine hundred and forty-one) with the nominal value of PLN 1.00 (one zloty) each, i.e. with the total value of 738,584,941.00 (in words: seven hundred and thirty-eight million five hundred and eighty-four thousand nine hundred and forty-one zlotys) series J numbered from 1 to 738.584.941 shall be given to the shareholders of Getin Bank S.A. as follows:
-         shareholders shall receive 2.85 shares in Noble Bank S.A. with the nominal value of PLN 1.00 (one zloty) each per 1 (one) share in Getin Bank S.A. with the nominal value of PLN 1.35 (one zloty thirty five) each.

The number of shares of the Company given to shareholders of Getin Bank S.A. shall be calculated as a product of number of shares of Getin Bank S.A. belonging to a shareholder of Getin Bank S.A. as of the date of entering the merger into the appropriate register with jurisdiction over the office of the Company (the “Merger Date”) and the ratio of share exchange indicated above. In case the product will not be a whole number, the number will be rounded down to the nearest whole number.
Shareholders of Getin Bank S.A., who as a result of rounding off the number of given shares of the Company will not receive fractional part of the Company’s shares, will be entitled to receive additional payment from the Company. Additional payment shall be paid within 30 days from the Merger Date. The amount of the additional payment due to a shareholder of Getin Bank S.A. will be calculated as a product of fractional part of the Company’s shares which have not been issued and average price of closure of Company shares for the period of three months prior the Merger Date on a regulated market carried out through the Warsaw Stock Exchange.
4.      Within 30 days from the Merger Date, the Management Board of the Company shall take steps in order that Merger Issues Shares which have not been given to the shareholders of Getin Bank S.A. due to the rounding off made according to the item 3 above, will be acquired by an entity chosen by the Management Board of the Company for the average price of closure of Company shares for the period of three months prior the Merger Date on a regulated market carried out through the Warsaw Stock Exchange.
5.      New shares in connection with the merger of the Company with Getin Bank S.A. shall be paid up by transferring all the assets of Getin Bank S.A. to Noble Bank S.A.

§4
The Meeting hereby informs that the Articles of Association of Noble Bank S.A. with its registered office in Warsaw shall be changed as follows:

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 6 (2) shall be changed by adding point 9 and 10 in the following wording:
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”.

Article 7 shall have the following wording:
“The Bank’s business specified in Article 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.”

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 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.”

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 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”.
§ 5
1.      The Meeting hereby decides to apply for admission and entering to trading on a regulated market of the Warsaw Stock Exchange of J series shares issued by the Company as well as to entitle the Management Board of the Company to take all the necessary steps connected with these activities.
2.      The Meeting hereby decides to dematerialize all J series shares issued by the Company and acting on the basis of Article 5 (8) of the Act of 29 July 2005 on Trading in Financial Instruments and entitles the Management Board to conclude with the National Depository for Securities agreement on registration of J series shares issued by the Company and to take up all the necessary steps connected with their dematerialization.
§ 6
The authorization given to the Management Board to increase the equity of the Company within the authorized capital stipulated by the new wording of Article 11 of the Articles of Association of the Company is justified by the purpose to facilitate obtaining equity by the Company by issuing new shares. The institution of the authorised capital facilitates easy and flexible financing of the Company’s operations by issuance of new shares. It allows to shorten the process of obtaining funds within the authorized capital, as the increase of equity does not require convocation and taking place of the General Meeting. It also allows to diminish costs of the equity increase. The authorized capital also allows to better adopt the issuance of shares to the changes on the capital market situation, as the Management Board of the Company can decide on the new issue faster and in the moment most convenient for the Company.
The authorization given to the Management Board does not include the authorization to exclude rights from shares, that is why present shareholders of the Company shall have the possibility to participate in the equity increase made by the Management Board. Additionally, the process of shares issuance shall be conduced under supervision of the Supervisory Board, which consent will be necessary to set the issue price and to issue shares in exchange for assets.

§ 7
The Meeting hereby authorizes the Management Board of the Company to take up all the necessary steps to proper performance of the provisions of the present resolution and provisions of Title IV Chapter I Section 1 and 2 of the Polish Commercial Companies Code.

§ 8
The merger shall be reported to registration after the decision of the Financial Supervision Commission on the basis of Article 38 read with Article 7 (4) (4) of the Polish Act of 29 July 2009 on public offerings and the conditions for introducing financial instruments into an organized trading system and on public companies confirming the equivalence of the information memorandum regarding all series J shares issued by the Company in respect of its form and content required by the issue prospectus has been obtained.

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

Draft resolution No. IV/18/06/2009 of the Extraordinary General Meeting of Shareholders of Noble Bank S.A. dated 18 June 2009 on authorization of the Supervisory Board to adopt the uniform text of the Articles of Association of Noble Bank S.A.
On the basis of Article 430 § 5 of the Polish Commercial Companies Code the Extraordinary General Meeting hereby authorizes the Supervisory Board to adopt the uniform text of the Articles of Association of Noble Bank S.A.

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