Getin Noble Bank (GNB)

1.50PLN
-1.96% 13:36

Current report 27/2009

06.03.2009

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

On the basis of § 39 (1)(3) of the Minister of Finance Regulation of 19 October 2005 on current and periodic reporting by issuers of securities (Journal of Laws No. 209, item 1744) The Management Board of Noble Bank S.A. with its registered office in Warsaw announces draft resolutions, which it intends to bring forward to the Annual General Meeting of Shareholders as well as attachments to those draft resolutions, which are to be the subject of the Annual General Meeting, and which are essential for the resolutions and has not been published yet.

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

On the basis of the Art. 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./Ms. .............................. Chairperson of the Annual General Meeting.

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

    Draft resolution No. II/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20th March 2009 on the 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 25th 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 statement 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.

    Draft resolution No. III/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20th 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 the Art. 393 (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.

    Draft resolution No. IV/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20th 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 the Art. 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.

    Draft resolution No. V/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20th March 2009 on consideration and approval of Noble Bank’s financial statements for the financial year 2008.

On the basis of the Art. 393 (1) and Art. 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 31st December 2008, which assets and liabilities equal 5 557 103 000 PLN,
2)      profit and loss account for the period starting on 1st January 2008 and ending on 31st December 2008, which shows net profit of 164 614 000 PLN,
3)      statements on the changes in equity for the period starting on 1st January 2008 and ending on 31st December 2008, which shows the increase in equity at 166 128 000 PLN,
4)      cash flow statements for the period starting on 1st January 2008 and ending on 31st December 2008, which shows the increase of net cash at 63 467 000 PLN, and
5)      additional information (“attached financial statements”).
The resolution comes into force on the day of its adoption.

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

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

On the basis of the Art. 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 31st December 2008, which assets and liabilities equal 5 602 916 000 PLN,
2)      consolidated profit and loss account for the period starting on 1st January 2008 and ending on 31st December 2008, which shows net profit of 155 896 000 PLN,
3)      consolidated statements on the changes in equity for the period starting on 1st January 2008 and ending on 31st December 2008, which shows the increase in equity at 156 209 000 PLN,
4)      consolidated cash flow statements for the period starting on 1st January 2008 and ending on 31st December 2008, which shows the increase of net cash at 53 701 000 PLN, and
5)      additional information (“attached consolidated financial statements”)
The resolution comes into force on the day of its adoption.

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

On the basis of the Art. 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 the consideration of the Management Board’s motion regarding the allocation of profit and after the 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 cent) as follows:
1.      Shareholder’s dividend – 98 981 951,76 PLN (in words: ninety eight million nine hundred eighty one thousand zloty and seventy six cent),
2.      Reserve fund – 65 632 478,26 PLN (in words: sixty five million six hundred thirty two thousand four hundred seventy eight zloty and twenty six cent).
The resolution comes into force on the day of its adoption.

9.      Draft resolution No. IX/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20th March 2009 on the payment of dividend for the financial year 2008.

On the basis of the Art. 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 0,46 PLN per share.
    The dividend record date is 10th April 2009.
    The dividend payment date is 30th 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. Draft resolution No. X/20/03/2009 of the Annual General Meeting of Shareholders of Noble Bank S.A. dated 20th March 2009 on acknowledgement of the fulfillment of duties by Mr. Jarosław Augustyniak.

On the basis of the Art. 393 (1) and Art. 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 7th March 2008 to 31st December 2008.
The resolution comes into force on the day of its adoption.

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

On the basis of the Art. 393 (1) and Art. 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 1st January 2008 to 31st December 2008.
The resolution comes into force on the day of its adoption.

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

On the basis of the Art. 393 (1) and Art. 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 1st January 2008 to 31st December 2008.
The resolution comes into force on the day of its adoption.

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

On the basis of the Art. 393 (1) and Art. 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 1st January 2008 to 7th March 2008.
The resolution comes into force on the day of its adoption.

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

On the basis of the Art. 393 (1) and Art. 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 1st January 2008 to 22nd January 2008.
The resolution comes into force on the day of its adoption.

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

On the basis of the Art. 393 (1) and Art. 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 6th March 2008 to 31st December 2008.
The resolution comes into force on the day of its adoption.

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

On the basis of the Art. 393 (1) and Art. 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 1st January 2008 to 31st December 2008.
The resolution comes into force on the day of its adoption.

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

On the basis of the Art. 393 (1) and Art. 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 1st January 2008 to 18th September 2008.
The resolution comes into force on the day of its adoption.

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

On the basis of the Art. 393 (1) and Art. 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 1st January 2008 to 31st December 2008.
The resolution comes into force on the day of its adoption.

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

On the basis of the Art. 393 (1) and Art. 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 1st January 2008 to 31st December 2008.
The resolution comes into force on the day of its adoption.

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

On the basis of the Art. 393 (1) and Art. 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 31st July 2008 to 31st December 2008.
The resolution comes into force on the day of its adoption.

Situation assessment of Noble Bank
Supervisory Board \'s report
Justification for GMS resolutions