Getin Noble Bank (GNB)

1.53PLN
+ 0.66% 10:56

Current report 41/2012

01.06.2012

COURT ORDER ON REGISTRATION OF MERGER, SHARE CAPITAL INCREASE AND CHANGES OF ARTICLES OF ASSOCIATION

The Management Board of Getin Noble Bank S.A. (formerly Get Bank S.A.) (the ”Issuer”) hereby informs that on 01 June 2012 it has taken knowledge of the fact that the District Court for the Warsaw City in Warsaw, 13th Commercial Division of the National Court Register (the “Registry Court”) issued on 01 June 2012 an order to enter into the Register of Entrepreneurs of the National Court Register the merger of the Issuer with Getin Noble Bank S.A. (the “Target Company”). At the same time the Registry Court registered the change of the name of the Issuer from Get Bank S.A. to Getin Noble Bank S.A. The merger of the Companies was made according to Article 492(1)(1) of the Polish Commercial Companies Code (the “CCC”) by transferring all assets of the Target Company to the Issuer (merger by acquisition) and simultaneous increase in the share capital of Get Bank by the new issue of 144.617.688 shares I series, which shall be assigned by the Issuer to all current shareholders of the Target Company other than the Issuer with reservation that the shares not assigned due to the round-down shall be offered by the Issuer’s Management Board within 45 days from the merger (5.4. of the Merger Plan published in Current report 19/2012 dated 7 February 2012.). The Target Company is the second biggest bank in respect of assets with the majority Polish capital and the third biggest Polish financial institution on the market in terms of revenue from sales. The bank is one of the most dynamically developing banks in Poland with over 1.7 mm clients. the Bank’s products and services are available in over 500 own and franchise outlets as well as by a wide net of agents. The Target Company offers rich variety of products both financial, savings and investment ones, as well as rich variety of additional services. The offer is directed to individual clients, small and medium businesses, self-governments and large corporations. Retail banking is represented by Getin Bank brand, which clients expect stable financial products, simplified procedures and quick and competent service. Noble Bank brand represents private banking sector dedicated to the most wealthy clients. The bank’s offer is completed by products and services offered by Noble Funds TFI, Noble Securities, Noble Concierge as well as Getin Leasing. Getin Noble Bank offers also e-banking – Getin Online – based on the modern IT platform, the bank’s authoring project. The Issuer is continuing business operations of the Target Company. The Issuer runs banking operations within retail banking, in the scope of granting credit and loans and taking deposits in the territory of Poland. The Issuer offers its clients wide range of deposit and credit products, such as: - bank accounts, including individual accounts and saving accounts in PLN and in foreign currency, - taking term deposits in PLN and in foreign currency, - other forms of deposits placements (polisolokata – product combing the features of a life insurance policy and a bank deposit), - granting credits (in particular cash and mortgage ones, credit lines within individual accounts) - granting cash loans, - e-banking, - debit and credit cards operations, - internal and foreign cash settlements, At the same time the District Court for the Warsaw City in Warsaw, 13th Commercial Division of the National Court Register registered on 06 June 2012 the increase in the share capital by the amount of PLN 144,617,688.00 by way of public issue of 144.617.688 ordinary bearer shares I series of the Issuer with the nominal value of PLN 1.00 each. The total number of votes resulting from all shares issued by the Issuer after the registration of the changes in the share capital amounts to 2.390.143.319 votes. The structure of the Issuer’s share capital after the registration of the change is as follows: Due to the dematerialization of the Issuers shares “A” – “G” series, all of the Issuer’s shares are bearer shares. The Issuer’s shares are designated as the following series: “A”, “B”, “C”, “D”, “E”, “F”, “G”, “H” and “I” and are numbered as follows: Series A Shares – from 1 (one) to 40,000,000 (forty million), Series B Shares – from 1 (one) to 23,000,000 (twenty-three million), Series C Shares – from 1 (one) to 6,000,000 (six million), Series D Shares – from 1 (one) to 9,510,000 (nine million five hundred and ten thousand), Series E Shares – from 1 (one) to 11,000,000 (eleven million), Series F Shares – from 1 (one) to 4,000,000 (four million) and Series G Shares – from 1 (one) to 9,550,000 (nine million five hundred and fifty thousand, Series H Shares – from 1 (one) to 2.142.465.631 (two billion one hundred forty-two million four hundred sixty-five thousand six hundred thirty-two) and Series I Shares – from 1 (one) to 144.617.688 (one hundred forty-four million six hundred seventeen six hundred eighty-eight). Moreover, the District Court for the Warsaw City in Warsaw, 13th Commercial Division of the National Court Register registered on 01 June 2012 registered the changes in the Articles of Association of the Issuer adopted on 03 April 2012 by the resolution of the Annual General Meeting of the Issuer, as follows: 1) the title of the Articles of Association is amended from: “ARTICLES OF ASSOCIATION OF GET BANK S.A.” to read as follows: “ARTICLES OF ASSOCIATION OF GETIN NOBLE BANK S.A.” 2) § 1 is amended from: ”§ 1 Get Bank Spółka Akcyjna, hereinafter referred to as the ”Bank” or the ”Company” is a bank organized as a joint-stock company under applicable provisions of law including, without limitation, the Polish Banking Law, the Polish Commercial Companies Code and these Articles of Association.” to read as follows: ”§ 1 Getin Noble Bank Spółka Akcyjna, hereinafter referred to as the ”Bank” or the ”Company” is a bank organized as a joint-stock company under applicable provisions of law including, without limitation, the Polish Banking Law, the Polish Commercial Companies Code and these Articles of Association.” 3) § 2 is amended from: ”§ 2 The name of the Bank shall be: “Get Bank Spółka Akcyjna”. The Company may use an abbreviated form of its name: “Get Bank S.A.”.” to read as follows: ”§ 2 The name of the Bank shall be: “Getin Noble Bank Spółka Akcyjna”. The Company may use an abbreviated form of its name: “Getin Noble Bank S.A.”.” 4) § 4(2) is amended by adding point 15), 16) and 17) to read as follows: “15) concluding cheque, bill of exchange and warrant transactions, 16) safekeeping of valuables and securities and provision of safe boxes, 17) issuing of electronic payment instrument.” 5) § 4(3)(6) is amended from: “6) render consulting and advisory services on financial matters”. to read as follows: “6) render consulting and advisory services on financial matters within the Bank’s product offer”. 6) § 4(3) is amended by adding point 17), 18), 19) and 20) to read as follows: “17) conduct brokerage activities in accepting and transferring orders to purchase or sell securities issued by the State Treasury or National Bank of Poland or other financial instruments not admitted to organized trading, 18) perform agency services in buying or selling securities issued by the State Treasury or other financial instruments not admitted to organized trading on the account of the mandatory, 19) purchase or sell on its own account securities issued by the State Treasury or National Bank of Poland or other financial instruments not admitted to organized trading, 20) perform permanent or periodical agency services in the name and on behalf of the investment company within business operations of this company.” 7) § 13(1) is amended from: “1. The Supervisory Board shall elect the Chairman, the Deputy Chairman and the Secretary from among its members.” to read as follows: “1. The Supervisory Board shall elect the Chairman and the Deputy Chairman from among its members.” 8) § 14(5) is amended from: “5. Adopting resolutions under the procedure described in point 3 and 4 shall not apply to appointing, recalling and suspending the Chairman , the Deputy Chairman and the Secretary of the Supervisory Board from their duties as well as to appointing, recalling and suspending the Management Board members, including the President, from their duties.” to read as follows: “5. Adopting resolutions under the procedure described in point 3 and 4 shall not apply to appointing, recalling and suspending the Chairman and the Deputy Chairman of the Supervisory Board from their duties as well as to appointing, recalling and suspending the Management Board members, including the President, from their duties.” - § 18(2) is amended from: “2. The powers of a Management Board member appointed with the consent of the relevant banking supervision authority shall include managing the Bank’s financial and risk areas, including, without limitation, the following: 1) financial planning, 2) accounting and financial reporting, 3) settlement of taxes and other amounts due to the government, 4) monitoring the Bank’s financial and operational risk hedging processes; 5) managing credit risk.” to read as follows: “2. A Member of the Management Board whose appointment has been approved by the Commission for Financial Supervision shall in particular supervise the Bank’s controlling and accounting division, as well as credit risk area.” 9) § 27 is amended from: ”§ 27 The Bank’s internal rules and regulations shall consist of the following: 1. rules adopted by the Bank’s governing bodies in accordance with the Bank’s Articles of Association, and 2. other internal regulations issued by the President of the Management Board, other members of the Management Board and by managers of the Bank’s organisational units, in accordance with such principles and procedures as may be defined in the relevant resolution of the Management Board.” to read as follows: ”§ 27 1. The Bank’s business shall be governed by these Articles of Association and by-laws issued on the basis of powers set forth herein and in generally binding laws. 2.The following by-laws shall be issued at the Bank: 1) resolutions – of the Supervisory Board and the Management Board, 2) orders – of the President of the Management Board, 3) circular letters, decisions, announcements – of entitled units on the basis of internal regulations. 3. The form of the Management Board’s resolution shall be used when introducing banking products and other banking and financial services. 4. The course of issuing internal regulations shall be determined by separate regulations.” 10)§ 28(3) is amended from: “3. The Bank’s supplementary funds shall cover: 1)a revaluation capital (fund) of tangible fixed assets – created under separate provisions of law; 2)with the approval of relevant supervision authorities given in accordance with the conditions laid out in the Polish Banking Law: a) subordinated liabilities, b) funds created with the Bank’s own funds and/or third-party funds, c) liabilities arising from securities with indefinite maturity dates, and other similar instruments; 3)other item as defined by the relevant supervision authorities to ensure the security of the Bank’s banking activities and that the Bank manages its risk properly; 4)items reducing the Bank’s supplementary funds as defined by the relevant supervision authorities.” to read as follows: “3. The Bank’s supplementary funds shall be set up on terms and in course determined by binding laws and shall cover in particular: 1)a revaluation capital (fund) of tangible fixed assets – created under separate provisions of law; 2)with the approval of relevant supervision authorities given in accordance with the conditions laid out in the Polish Banking Law: a) subordinated liabilities, b) funds created with the Bank’s own funds and/or third-party funds, c) liabilities arising from securities with indefinite maturity dates, and other similar instruments; 3)other item as defined by the relevant supervision authorities to ensure the security of the Bank’s banking activities and that the Bank manages its risk properly; 4)items reducing the Bank’s supplementary funds as defined by the relevant supervision authorities.” 11)§ 29(1) is amended from: “1. The Bank’s share capital amounts to PLN 2,245,525,631.00 (in words: two billion two hundred forty-five million five hundred twenty-five thousand six hundred thirty-one zloty) and is divided into 2.245.525.631 (two billion two hundred forty-five million five hundred twenty-five thousand six hundred thirty-one) ordinary shares with the nominal value of PLN 1.00 (in words: one zloty) each. The registered shares shall be designated as the following series: “A”, “B”, “C”, “D”, “E”, “F” and “G” and shall be numbered as follows: Series A Shares – from 1 (one) to 40,000,000 (forty million), Series B Shares – from 1 (one) to 23,000,000 (twenty-three million), Series C Shares – from 1 (one) to 6,000,000 (six million), Series D Shares – from 1 (one) to 9,510,000 (nine million five hundred and ten thousand), Series E Shares – from 1 (one) to 11,000,000 (eleven million), Series F Shares – from 1 (one) to 4,000,000 (four million) and Series G Shares – from 1 (one) to 9,550,000 (nine million five hundred and fifty thousand). The ordinary bearer shares shall be designated as “H” Series, and shall be numbered as follows: Series H Shares – from 1 (one) to 2.142.465.631 (two billion one hundred forty-two million four hundred sixty-five thousand six hundred thirty-two).The Bank’s share capital was fully paid up before registration.” to read as follows: “1. The Bank’s share capital amounts to PLN 2,390,143,319.00 (in words: two billion three hundred ninety million one hundred forty-three thousand three hundred nineteen zloty) and is divided into 2.390.143.319 (two billion three hundred ninety million one hundred forty-three thousand three hundred nineteen) ordinary shares with the nominal value of PLN 1.00 (in words: one zloty) each. The registered shares shall be designated as the following series: “A”, “B”, “C”, “D”, “E”, “F” and “G” and shall be numbered as follows: Series A Shares – from 1 (one) to 40.000.000 (forty million), Series B Shares – from 1 (one) to 23.000.000 (twenty-three million), Series C Shares – from 1 (one) to 6.000.000 (six million), Series D Shares – from 1 (one) to 9.510.000 (nine million five hundred and ten thousand), Series E Shares – from 1 (one) to 11.000.000 (eleven million), Series F Shares – from 1 (one) to 4.000.000 (four million) and Series G Shares – from 1 (one) to 9.550.000 (nine million five hundred and fifty thousand). The ordinary bearer shares shall be designated as “H” and “I” Series, and shall be numbered as follows: Series H Shares – from 1 (one) to 2.142.465.631 (two billion one hundred forty-two million four hundred sixty-five thousand six hundred thirty-two) and Series I Shares – from 1 (one) to 144.617.688 (one hundred forty-four million six hundred seventeen six hundred eighty-eight). The Bank’s share capital was fully paid up before registration.” 12)§ 30(1) is amended from: “1. The Bank’s reserve capital shall be created from annual profit write-off in the amount of 8% of the profit for a given financial year until the reserve capital have reached at least one-third of the share capital.” to read as follows: ”1. The Bank’s reserve capital shall be created from surplus gained from the issue of shares at a premium after covering the cost of issue and annual profit write-off in the amount of 8% of the profit for a given financial year until the reserve capital have reached at least one-third of the share capital.” The Issuer publishes in attachment to this current report the uniform text of the Issuer’s Articles of Association adopted on 03 April 2012 by the Resolution No. 26 of the annual General Meeting of the Issuer. LEGAL BASIS: Article 56(1)(2a) of the Polish Act of 29 July 2005 on public offerings and the conditions for introducing financial instruments into an organized trading system and on public companies (Journal of Laws of 2005, No. 184, item 1539 later amended) read with § 5(1)(9,15) in connection with § 15, 20 and 38(1)(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 later amended).