Getin Noble Bank (GNB)
Current report 156/201312.07.2013
INFORMATION ON THE PURCHASE OF OWN SHARES BY GETIN NOBLE BANK S.A.
The Management Board of Getin Noble Bank S.A. (”Issuer”, ”Company”) informs that on 12 July 2013 it was notified by Noble Securities S.A. on the settlement of transaction on the purchase of own shares by the Issuer within the “Invitation to submit sell offers of shares of Getin Noble Bank S.A.” published in Current report 135/2013 dated 21 June 2013 (“Invitation”).
According to the information, Noble Securities S.A. purchased in its own name on the account of the Issuer outside the regulated market 59 090 909 shares at a price of PLN 2.20 per share. The nominal value of the purchased shares amounts 59 090 909 and constitutes 2,23% of the Issuer’s equity and entitles to 59 090 909shares at a general meeting of the Issuer.
The reason and the purpose of the purchase of its own shares by the Issuer was to make real the stock exchange of the shares of the Company on the regulated market run by the Warsaw Stock Exchange S.A. Moreover, according to the justification of the draft resolution of the Annual General Meeting the purpose of the purchase of own shares by the Company is to ensure flexibility of the Company when realizing possible future acquisitions, including the possibility to settle acquisitions by the own shares of the Company and to realize obligations resulting from agreements concluded between the Company and participants of the managerial option program approved by the Resolution No. XXXVII/30/03/2011 of the General Meeting of Getin Noble Bank S.A. dated 30 March 2011 and the Company’s obligations to pay a part of remuneration in the form of financial instruments to the staff covered according to the resolution No. 258/2011 of the Polish Financial Supervision Authority, by the “Policy of variable elements of remuneration of persons holding managerial positions in Getin Noble Bank S.A.” adopted at the Company.
As a result of the purchase the Issuer holds jointly 59 090 909 its own shares which reflects 59 090 909 of the votes at the general meeting. The sell offers accepted by the Management Board were in the amount higher than proposed by the Company in the Invitation therefore each sell offer was reduced approximately by 97,537%.
The legal basis for the purchase of own shares by the Company was the following document: “Invitation to submit sell offers of shares of Getin Noble Bank S.A.” adopted on the basis of the Resolution of the Management Board of the Issuer dated 21 June 2013 and the authorization of the Management Board resulting from the Resolution No. X/12/06/2013 of the Annual General Meeting of the Issuer dated 12 June 2013 on consent to the purchase of the Company’s own shares by the Company, to determine the rules of the share purchase by the Company and to give necessary authorization to the Management Board of the Company.
Legal basis: §5 (1)(6) 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 with later amendments).