Getin Noble Bank (GNB)

1.45PLN
-1.36% 17:00

Current report 160/2012

09.11.2012

REGISTRATION OF THE SHARE CAPITAL INCREASE OF GETIN NOBLE BANK S.A. AND AMENDMENT THE STATUTES

The Management Board of Getin Noble Bank S.A. (the “Issuer”) hereby informs that on 9 November 2012 it took knowledge of the fact that the District Court for the capital city of Warsaw, 13th Commercial Division of the National Court Register registered on 09 November 2012 the increase in the Issuer’s share capital by the total amount of PLN 260,000,000.00 (in words: two hundred sixty million zloty) by the public issue of 200.000.000 J-series ordinary bearer shares of the Issuer of the nominal value of PLN 1.00 (in words: one zloty) each and by the public issue of 60.000.000 K-series ordinary bearer shares of the Issuer of the nominal value of PLN 1.00 (in words: one zloty) each. The total number of votes after the increase in the Issuer’s share capital amounts 2.650.143.319. The structure of the share capital after the registration of the changes is as follows: Due to the dematerialization of the Issuer’s shares all series, i.e. “A” – “K” series shares, all of the Issuer’s shares are bearer shares. The Issuer’s shares are labeled as shares “A”, “B”, “C”, “D”, “E”, “F”, “G”, “H”, “I”, “J” and “K” series and the number of shares each series is as follows: - 40,000,000 (in words: forty million) A-series ordinary bearer shares, - 23,000,000 (in words: twenty-three million) B-series ordinary bearer shares, - 6,000,000 (in words: six million) C-series ordinary bearer shares, - 9,510,000 (in words: nine million five hundred ten thousand) D-series ordinary bearer shares, - 11,000,000 (in words: eleven million) E-series ordinary bearer shares, - 4,000,000 (in words: four million) F-series ordinary bearer shares, - 9,550,000 (in words: nine million five hundred fifty thousand) G-series ordinary bearer shares, - 2,142,465,631 (in words: two billion one hundred forty-two million four hundred sixty-five thousand six hundred thirty-one) H-series ordinary bearer shares, - 144.617.688 (in words: one hundred forty-four million six hundred seventeen thousand six hundred eighty-eight) I-series ordinary bearer shares, - 200.000.000 (in words: two hundred million) J-series ordinary bearer shares, - 60.000.000 (in words: sixty million) F-series ordinary bearer shares. The increase in the Issuer’s share capital by the amount of PLN 260,000,000.00 and the increase of the Issuer’s supplementary capital by the amount of PLN 32,400,000.00 (the surplus of the issue price of J and K series shares over the nominal price of these series shares less issue costs) means according to the Issuer’s valuation the increase in the Issuer’s solvency rate over 12%. Moreover, the Issuer took knowledge of the fact that the District Court for the capital city of Warsaw, 13th Commercial Division of the National Court Register registered on 09 November 2012 the changes in the Articles of Association of the Issuer adopted on 10 July 2012 by the resolution No. V/10/07/2012 of the Extraordinary General Meeting of the Issuer amending the contents of Article 29 from: “1. The Bank’s share capital amounts 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.” to be read as follows: “1. The Bank’s share capital amounts to not less than PLN 2,390,143,320.00 (in words: two billion three hundred ninety million one hundred forty-three thousand three hundred twenty zloty) and to not more than 2,890,143,319.00 (in words: two billion eight hundred ninety million one hundred forty-three thousand three hundred nineteen zloty)and is divided into not less than 2.390.143.320 (in words: two billion three hundred ninety million one hundred forty-three thousand three hundred twenty) and not more than 2.890.143.319 (in words: two billion eight hundred ninety million one hundred forty-three thousand three hundred nineteen) shares with the nominal value of PLN 1.00 (in words: one zloty) each, including as follows: - 40.000.000 (in words: forty million) ordinary bearer shares A series, - 23.000.000 (in words: twenty-three million) ordinary bearer shares B series, - 6.000.000 (in words: six million) ordinary bearer shares C series, - 9.510.000 (in words: nine million five hundred ten thousand) ordinary bearer shares D series, - 11.000.000 (in words: eleven million) ordinary bearer shares E series, - 4.000.000 (in words: four million) ordinary bearer shares F series, - 9.550.000 (in words: nine million five hundred fifty thousand) ordinary bearer shares G series, - 2.142.465.631 (in words: two billion one hundred forty-two million four hundred sixty-five thousand six hundred and thirty-one) ordinary bearer shares H series, - 144.617.688 (in words: one hundred forty-four million six hundred seventeen thousand six hundred eighty-eight) ordinary bearer shares I series, - not more than 250.000.000 (in words: two hundred fifty million) ordinary bearer shares J series, - not more than 250.000.000 (in words: two hundred fifty million) ordinary bearer shares K series.” 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).