Getin Noble Bank (GNB)

1.93PLN
-0.52% 17:00

Current report 86/2014

02.10.2014

DRAFT RESOLUTION OF THE EXTRAORDINARY GENERAL MEETING PRESENTED BY A SHAREHOLDER

In respect of the convocation as at 9 October 2014 The Extraordinary General Meeting of Getin Noble Bank S.A. („General Meeting”) announced in Current report 82/2014 the Management Board of Getin Noble Bank S.A. (“Issuer”, “Bank”) hereby informs that yesterday the Issuer received under Article 401(4) of the Polish Code of Commercial Companied and Partnerships from Getin Holding S.A., i.e. a shareholder that represents at least one twentieth of the equity of the Issuer a draft resolution regarding issue included in the agenda of the General Meeting.

According to the above as well as §38(1)(5) 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, the Management Board of the Issuer hereby presents draft resolution as regards amendments to the Articles of Association of the Issuer (point 5 of the agenda of the General Meeting).

Resolution No. IV/09/10/2014
of the Extraordinary General Meeting of Getin Noble Bank S.A.
dated 9 October 2014
on amendments to the Articles of Association of the Company

On the basis of Article 430(1) of the Code of Commercial Companies and Partnerships and on the basis of Article 6(7)(1) of the Articles of Association of Getin Noble Bank S.A., the Extraordinary General Meeting of Getin Noble Bank S.A. hereby adopts as follows:
§1.
The Extraordinary General Meeting of Getin Noble Bank S.A. hereby amends the Articles of Association of Getin Noble Bank S.A. as follows:
1) Article 3(2 and 3) in the following wording is deleted:
“2. The Bank shall operate in the territory of the Republic of Poland.
3. The Bank may establish branches in the territory of the Republic of Poland.”
and Article 3 (2 and 3) is read as follows:
“2. The Bank shall operate in the territory of the Republic of Poland and abroad.
3. The Bank may establish branches in the territory of the Republic of Poland and abroad.”
2) Article 4(3)(15) in the following wording is deleted: „15) perform agency services in selling and repurchasing investment funds participation units as well as participation units in foreign investment funds;”
and Article 4(3)(15) is read as follows:
„15) perform agency services in selling and repurchasing investment funds participation units as well as participation units in foreign investment funds as well as carrying out subscription for investment funds participation units and investment funds investment certificates;”.
§2.
On the basis of Article 430(5) of the Polish Commercial Code of Companies and Partnerships, the General Meeting hereby authorizes the Supervisory Board to adopt the uniform text of the Articles of Association of the Company.
§3.
The resolution comes into force after the Polish Financial Supervision Authority consents to the abovementioned amendments to the Articles of Association of Getin Noble Bank S.A. and according to Article 430(1) of the Polish Commercial Code of Companies and Partnerships on the date the amendments to the Articles of Association are entered into the register of entrepreneurs of the National Court Register.

In respect of the draft resolution of the Extraordinary General Meeting presented by Getin Holding S.A. the Management Board of the Bank hereby accepts the motion to extend territorially the activities conducted by the Bank. However, the Bank emphasizes that the potential expansion shall be directed solely to the European Union area and it shall be based on the uniform banking license rule.

Legal basis: Article 56(1)(2) of the Polish Act of 25 July 2005 on public offering and the conditions for introducing financial instruments into an organized trading system and on public companies (Journal of Laws No. 184 item 1539 of 2005 later amended) in connection with §38 (1)(5) 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).