Getin Noble Bank (GNB)

1.22PLN
0.00% 17:00

Current report number 70/2009

13.08.2009

Extraordinary General Meeting of Noble Bank S.A. – Date and Agenda
 

The Management Board of Noble Bank S.A., entered into the register of companies maintained by the District Court for the Warsaw City, 13th Commercial Division of the National Court Register under KRS number 0000018507, hereby convenes, under Article 399(1) and Article 402² of the Polish Commercial Companies Code and Article 20(1) of the Company’s Articles of Association, an Extraordinary General Meeting of Noble Bank S.A. to be held at the Company’s head office in Warsaw, address: ul. Domaniewska 39b, Warszawa, at 11 a.m. on 9 September 2009.          
The agenda of the meeting is 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 elect members of the Supervisory Board of Noble Bank S.A.
To close the meeting.
Shareholder’s right to demand to put particular items on the agenda of the General Meeting

Shareholder or shareholders, who represent at least one twentieth of the equity of the Company have the right to demand to put particular items on the agenda of the General Meeting. The demand of a shareholder or shareholders should be reported to the Management Board of the Company not later than twenty one days prior to the General Meeting. The demand should contain justification or draft resolution regarding the proposed item of the agenda. Moreover, a shareholder or shareholders who demand to put particular items on the agenda of the General Meeting have to present a participation certificate in the General Meeting drawn up by an appropriate entity in order to identify them as shareholders of the Company. The demand should be reported in writing or in electronic form through a form available on the Company’s website: http://inwestorzy.noblebank.pl/345.htm.

The Management Board shall announce changes to the agenda introduced on demand of a shareholder or shareholders immediately, but not later than eighteen days prior to the General Meeting. The announcement of the new agenda shall be effected in a manner governing convocation of the General Meeting.

Shareholder’s right to put forward draft resolutions regarding items put on the agenda of the General Meeting or items which are to be put on the agenda prior to the General Meeting

Shareholder or shareholders, who represent at least one twentieth of the equity have the right to put forward in writing or in electronic form through a form available on the Company’s website: http://inwestorzy.noblebank.pl/345.htm draft resolutions regarding items put on the agenda of the General Meeting or items which are to be put on the agenda. A shareholder or shareholders who demand to put particular items on the agenda of the General Meeting have to provide a participation certificate in the General Meeting drawn up by an appropriate entity in order to identify them as shareholders of the Company. The Company immediately announces draft resolutions on its website.

Shareholder’s right to put forward draft resolutions regarding items put on the agenda during the General Meeting

Every shareholder has the right to put forward draft resolutions regarding items put on the agenda during the General Meeting.

Shareholder’s right to appoint proxy and manner of exercising voting rights through a proxy

A shareholder can participate in the General Meeting and exercise voting rights in person or through a proxy. A proxy exercises every right on the General Meeting unless indicated otherwise in the power of attorney. A shareholder can grant further powers of attorney if it is indicated in the power of attorney. A proxy can represent more than one shareholder and vote differently from shares of each shareholder. A shareholder of a public company who has shares on more than one securities account can appoint separate proxies to exercise voting rights from shares registered on each account.
A shareholder who is not a natural person can participate in the General Meeting and exercise voting rights through a person entitled to make declarations of will in his name or through a proxy.
A power of attorney which entitles to participate in the General Meeting and to exercise voting rights has to be granted in writing or in electronic form through forms available on the Company’s website: http://inwestorzy.noblebank.pl/345.htm. Power of attorney which entitles to participate in the General Meeting and to exercise voting rights should be delivered at the latest on the day the General Meeting is held.

A member of the Management Board of the Company and the Company’s employee can be a shareholder’s proxy at the General Meeting. If a proxy on the General Meeting is a member of the Management Board, a member of the Supervisory Board, liquidator, Company’s employee or a member of a body of a company’s subsidiary or a company’s subsidiary or cooperative’s employee, a power of attorney can authorize to represent the Company only on a single General Meeting. A proxy is obliged to reveal to a shareholder circumstances indicating potential conflict of interest. Substitution is excluded.

Manner of notification on granting power of attorney in electronic form and manner of verification validity of the power of attorney

Notification on granting a power of attorney in electronic form shall succeed automatically after a form available on: http://inwestorzy.noblebank.pl/345.htm shall be sent through e-mail to walne.zgromadzenie@noblebank.pl and verified by the Company. A power of attorney with attachments (if necessary) shall be automatically sent in unedited form.
The validity of a power of attorney granted in electronic form shall be verified in the following manner:
the completeness of the power of attorney shall be checked, especially in case of repeated powers of attorney, sent together with a form;
the correctness of the data entered into the power of attorney shall be checked and compared with the information entered on the list of persons entitled to participate in the General Meeting;
the conformity of the right of persons entitled to grant a power of attorney in the name of legal persons with the information indicated in KRS shall be checked.
In case of doubt, the Company can take further steps in order to verify submitted powers of attorney.

Information on alterative forms of participation in the General Meeting and exercising voting rights

The Articles of Association of the Company does not allow to participate in the General Meeting and to vote using means of electronic communication.
The General Meeting Regulations does not stipulate any possibility to vote on the General Meeting by way of correspondence.
The Company does not stipulate any possibility to exercise voting rights by way of correspondence or using means of electronic communication.
The Company provides on its website: http://inwestorzy.noblebank.pl/345.htm a template of a form allowing to exercise voting rights through a proxy.

Registration Day to participate in the General Meeting

The date of registration to participate in the Extraordinary General Meeting is 24 August 2009 (the “Registration Day”).

Information of the right to participate in the General Meeting and to exercise voting rights

The right to participate in the General Meeting of Noble Bank S.A. have only persons, who:
a)      were shareholders of the Company on Registration Day, i.e. 24 August 2009, and
b)      placed an order at the entity keeping securities account for individual participation certificate in the General Meeting.
In order to exercise the right to participate in the General Meeting, a shareholder should, not earlier than the General Meeting has been convened, i.e. not earlier than on 13 August 2009 and not later than on the first working day after shareholder’s participation has been registered, i.e. not later than on 25 August 2009 place an order at the entity keeping securities account for individual participation certificate in the General Meeting.

The Company determines the list of shareholders entitled to participate in the General Meeting on the basis of a list drawn up by the entity keeping securities deposit according to the provisions of the Act on Trading in Financial Instruments. The entity keeping securities deposit draws up a list on the basis of lists submitted not later than twelve days prior to the General Meeting by entities entitled according to the provisions of the Act on Trading in Financial Instruments. The basis for drawing up the list submitted to the entity keeping securities account are certificates on the right to participate in the General Meeting of the Company.

The list of shareholders entitled to participate in the General Meeting shall be presented in the Company’s registered office for three working days prior to the General Meeting, i.e. from 4 September 2009 to 8 September 2009.
A Company’s shareholder can demand to receive the list of shareholders entitled to participate in the General Meeting free of charge to his email address, by way of giving the address to which the list should be sent. Persons entitled to participate in the General Meeting are kindly asked to register.

Place of presenting information on the General Meeting

Documentation presented to the General Meeting is available on: http://inwestorzy.noblebank.pl/345.htm.

Draft resolutions are available on: http://inwestorzy.noblebank.pl/projekty-uchwal-news.htm.
The remarks of the Management Board of the Company and of the Supervisory Board of the Company regarding items put on the agenda of the General Meeting or items which are to be put on the agenda prior to the General Meeting shall be available on the Company’s website immediately after they have been drawn up.

All the information regarding General Meeting is available on: http://inwestorzy.noblebank.pl/341.htm.

Legal basis: §38(1)(1) 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).