Getin Noble Bank (GNB)
Current report 80/201403.09.2014
DECISION OF THE POLISH FINANCIAL SUPERVISION AUTHORITY ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE BANK
In reference to Current report 63/2014 and 64/2014 dated 24 April 2014 the Management Board of Getin Noble Bank S.A. („Issuer”) hereby informs that the Polish Financial Supervision Authority did not give consent to an amendment to the Articles of Association of the Issuer consisting in adding Article 34a as follows:
1. The Management Board of the Bank is entitled to pay shareholders an advance towards dividend at the end of the financial year provided the Bank has enough funds and the approved financial statement of the Bank for the previous financial year shows profit.
2. The payment of the advance towards dividend requires the consent of the Supervisory Board.”
As regards other amendments to the Articles of Association of the Company adopted by the resolution No. XXVI/24/04/2014 of the Annual General Meeting of Getin Noble Bank S.A. dated 24 April 2014, the Polish Financial Supervision Authority did not meet the prerequisites of refusal listed in Article 37 of the Polish Banking Law Act and gave consent to the amendments applied for.
Taking into consideration the above and the date of the decision, the Issuer informs that it is necessary for the General Meeting to readopt the amendments approved by the Polish Financial Supervision Authority due to the fact that the resolutions dated 24 April 2014 expired. This results from Article 430(2) of the Polish Code of Commercial Companies and Partnerships, which states that the notification to the national court register of amendment to the articles of association of a company may not be made upon the lapse of three months from the day on which the general meeting adopted resolution.
In connection with the above, the Issuer plans to convene an Extraordinary General Meeting in order to readopt the approved amendments to the Articles of Association, on which the Issuer shall inform in a separate current report.
Legal basis: §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 with later amendments).