Getin Noble Bank (GNB)

1.42PLN
0.00% 17:00

Current report 28/2016

14.04.2016

UPDATE OF DRAFT AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE BANK AND UPADATE OF DRAFT RESOLUTION OF THE ANNUAL GENERAL MEETING OF THE BANK

In connection with Current report 24/2016 dated 22 March 2016, the Management Board of Getin Noble Bank S.A. („Bank”) hereby informs that the Bank withdraws from amending the Articles of Association of the Bank by adding Article 23(4)(3).

At the same time the Management Board of the Bank informs that the Bank intends to add Article 4¹ to the Articles of Association of the Bank in the following wording:

„§41 The Bank may perform activities connected with filing applications by electronic mail using data transmission system for establishment of children’s benefits and sending to the Social Insurance Institution, upon client’s request, data necessary for certification in order to create user account in the system provided by the Social Insurance Institution”

Taking into consideration the above, the Management Board of the Bank informs that the draft Resolution No. XXVII/18/04/2016 of the Annual General Meeting of Getin Noble Bank S.A. convened as at 18 April 2016 has also been amended as follows:

I.
Previous wording of §1 point I of the draft resolution:
I. in Article 4(3) new point 23 is added in the following wording:
“23) performing activities connected with filing applications by electronic mail using data transmission system for establishment of children’s benefits and sending to the Social Insurance Institution, upon client’s request, data necessary for certification in order to create user account in the system provided by the Social Insurance Institution”.

Proposed wording of §1 point I:
I. Article 4¹ is added in the following wording:
„§41 The Bank may perform activities connected with filing applications by electronic mail using data transmission system for establishment of children’s benefits and sending to the Social Insurance Institution, upon client’s request, data necessary for certification in order to create user account in the system provided by the Social Insurance Institution”

II.
Previous wording of §3 of the draft resolution:
“The resolution comes into force on the day of its adoption whereas the amendments to the Articles of Association adopted by this Resolution come into force according to Article 430(1) of the Polish Commercial Code of Companies and Partnerships on the date the amendments are entered into the register of entrepreneurs of the National Court Register upon prior consent of the Polish Financial Supervision Authority to the proposed amendments.”

Proposed wording of §3:
“The resolution comes into force on the day of its adoption whereas the amendments to the Articles of Association adopted by this Resolution come into force according to Article 430(1) of the Polish Commercial Code of Companies and Partnerships on the date the amendments are entered into the register of entrepreneurs of the National Court Register upon prior consent of the Polish Financial Supervision Authority to the proposed amendments. Amendments to the Articles of Association of the Bank pointed in §1 point I of this Resolution do not require consent of the Polish Financial Supervision Authority.”

Other provisions of Resolution No. XXVII/18/04/2016 remain unchanged.

The basis for the above changes is the opinion of the Polish Financial Supervision Authority on fulfillment of duties of the banks as regards adjusting the articles of association to the requirements of the Act of 11 February 2016 on State aid in raising children (Journal of laws  dated 17 February 2016, item 195).

In connection with the above, the Management Board of the Bank presents in attachment draft resolution of the Annual General Meeting of the Bank convened as at 18 April 2016 on amendments to the Articles of Association of the Company, i.e. draft Resolution No. XXVII/18/04/2016 (point 18 of the agenda).

The Management Board of the Bank presents in attachment all draft resolutions of the Annual General Meeting of the Bank convened as at 18 April 2016 including amendments resulting from this report.

Legal basis: §38 (1)(2,3) 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.

Attachments:

  1. Draft Resolution No. XXVII/18/04/2016 of the Annual General Meeting of the Bank (updated)
  2. Draft resolutions of the Annual General Meeting of the Bank (updated)