RESOLUTIONS APPROVED BY THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ON JULY 31, 2009.

Transcription

1 GETIN Holding S.A. ul. Powstańców Śląskich 2-4, Wrocław tel , fax KRS District Court in Wrocław, the 6th Commercial Division Getin Bank S.A NIP: Share capital: PLN (fully paid up) (Current report No. 47/2009) RESOLUTIONS APPROVED BY THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ON JULY 31, Getin Holding S.A. publishes the content of resolutions approved at the Extraordinary General Meeting of Shareholders on July 31, RESOLUTION No. 1 1 Pursuant to article of the Commercial Companies Code, 13 of the Articles of Association of Getin Holding S.A. and 4 and 5 of the General Meeting of Shareholders of Getin Holding S.A. Bylaws, the Extraordinary General Meeting of Shareholders appoints Mr. Jarosław Podwiński as the Chairman of the General Meeting of Shareholders. The resolution comes into effect upon adopting it. RESOLUTION No. 2 1 The Extraordinary General Meeting of Shareholders adopts the following agenda consistent with the announcement published in Monitor Sądowy i Gospodarczy on No 128, item Agenda: 1. Opening of the Meeting. 2. Election of Chairperson. 3. Declaration of proper convening of the Meeting and of its capability to pass resolutions. 4. Approval of the agenda. 5. Approval of resolutions concerning amendments to the Company s Articles of Association. 6. Approval of resolutions concerning amendments to Company s Bylaws of the Supervisory Board. 7. Approval of resolutions concerning amendments to Company s Bylaws of the General Meeting of Shareholders.

2 8. Closing of the Meeting. The resolution comes into effect upon adopting it. RESOLUTION No. 3 1 Pursuant to art of the Code of Commercial Companies the Extraordinary Meeting of Shareholders hereby decides to amend the Company s Articles of Association as follows: 1) In 6 of the Company s Articles of Association, section 3 is added in following wording: 3. Change of Company s object is possible without buy-out of shares, if the resolution shall be adopted by 2/3 of votes cast while persons representing at least half of the Company s share capital are present. 2) 9 of the Company s Articles of Association shall be replaced by the following: 9 1. Ordinary General Meeting of Shareholders is convened by the Management Board not later than six months after the end of the financial year. 2. The Supervisory Board may convene the Ordinary General Meeting of Shareholders, if the Management Board had not convened it in time specified in section 1 or in time required by the applicable regulations. 3. A Shareholder or Shareholders who represent at least 1/20 of the share capital may request convocation of Extraordinary General Meeting of Shareholders and placement of particular issues in the agenda of this Meeting. 4. Extraordinary General Meeting of Shareholders may also be convened by the Supervisory Board or Shareholders pursuant to applicable regulations 3) 11 of the Company s Articles of Association shall be replaced by the following: 11 General Meeting of Shareholders is convened pursuant to applicable regulations. 4) 15 of the Company s Articles of Association shall be replaced by the following: Term of office of the Supervisory Board is 2 years long. Members of the Supervisory Board are appointed for a joint term of office. 2. Supervisory Board or its Members elected by the General Meeting of Shareholders may be dismissed by virtue of a resolution of the General Meeting of Shareholders before the end of the Supervisory Board s term. Mandate of the Member of the Supervisory Board appointed before the end of the Supervisory Board s term expires at the same time as the mandates of the other Members of Supervisory Board.

3 3. Mandate of the Member of the Supervisory Board expires, at the latest, on the day on which General Meeting of Shareholders approves the financial statement for the last financial year of the Member s term of office. 4. Mandate of the Member of the Supervisory Board expires as a consequence of his death, resignation or dismissal from the Supervisory Board. 5. Supervisory Board elects the Chairman and Vice-Chairman of the Supervisory Board from among its Members. 6. The Chairman of the Supervisory Board, or with the Chairmen being absent, the Vice Chairman, is in charge of the Supervisory Board performance. 7. Members of the Supervisory Board may be re-elected for the next terms of the office. 8. Members of the Supervisory Board participate in activities of the Supervisory Board in person. The Supervisory Board resolutions may also be adopted without holding a meeting of the Board, under the written procedure or with the support of means of long distance communication. 5) in 17 of the Company s Articles of Association, letters c), f) and n) shell be replaced by the following: c) formulating rules of remuneration and rules of remuneration of Members of the Management Board. f) selection of the entity authorised to examine financial statements and to conduct financial revision in the Company n) giving an opinion on a candidate for the Company s commercial proxy 6) in 17 of the Company s Articles of Association, following letters shell be inserted: f') evaluation of Management Board s report on Company s operations and financial statement for the last financial year, which are referred to in art point 1 of the Code of Commercial Companies, within the scope of its conformity with books and documents, as well as with actual state; evaluation of Management Board s motions concerning the division of profit or coverage of loss and submitting in written of the annual report from the aforementioned evaluation. u) carrying out the duties of Audit Committee, if the Audit Committee hadn t been appointed or there had been obstacles which make its operation impossible. 7) 18 of the Company s Articles of Association shell be replaced by the following: The Company s Management Board is composed of one to five members. 2. The Members of the Management Board are appointed and dismissed by the Supervisory Board. 3. Term of office of the Management Board is 3 years long. The Members of the Management Board are appointed for a joint term of office. 4. The mandate of the Company s Management Board Member expires upon holding the General Meeting of Shareholders approving the financial statement for the last full financial year of the term of the office.

4 5. Individual Members of the Management Board may be dismissed at any time. Mandate of the Member of the Management Board appointed before the end of the term expires along with the end of the term of the entire Management Board. 6. Mandate of the Member of the Management Board expires also as a result of his death, resignation or dismissal from the Management Board. 7. Detailed rules of activities of the Management Board are defined in the Company Management Board Bylaws approved by the Supervisory Board. 8) In 2 of the Company s Articles of Association, section 1 shell be replaced by the following: 1. The share capital may be increased through issuing new bearer shares or registered shares or through increasing the nominal value of the existing shares. Pursuant to Art. 430, 5, of the Commercial Companies Code, the Supervisory Board is authorised to determine the uniform text of the Company s Articles of Association. 3 Pursuant to art. 430 section 1 of the Code of Commercial Companies, the Resolution comes into effect on the date of registration of the amendments to the Company s Articles of Association by the Register Court of competent jurisdiction. Appendix 1 to Resolution No. 3 of the Extraordinary Meeting of Shareholders. JUSTIFICATION OF AMENDMENTS TO THE COMPANY S ARTICLES OF ASSOCIATIONS Amendments to the Company s Articles of Association aim at adjusting the provisions of the Articles of Associations to changes in law regulations that come into effect, and in particular to changes introduced by the Act on Amending the Code of Commercial Companies of December 5, 2008 and the Act on Public Trading in Securities effective from August 3, 2009 as well as the Act on Auditors and their Self-governing Body, Entities Entitled to Audit Financial Reports and Financial Supervision of May 22, 2009, effective since June 6, 2009, introducing the obligation of establishing an Auditing Committee to be implemented by the Company by December 6, Amended provisions of the Company s Articles of Association concerning terms of the office of the Company s Supervisory and Management Boards specify more precisely the policy of appointing members of the aforementioned bodies for a joint term of office. RESOLUTION No. 4 1 Pursuant to art of the Code of Commercial Companies and 16 section 3 of the Company s Articles of Associations, the Extraordinary Meeting of Shareholders hereby decides to amend the Bylaws of the Supervisory Board as follows:

5 1) in 3 of the Bylaws of the Supervisory Board, letters c), f) and n) shell be replaced by the following: c) formulating rules of remuneration and rules of remuneration of Members of the Management Board. f) selection of the entity authorised to examine financial statements and to conduct financial revision in the Company n) giving an opinion on a candidate for the Company s commercial proxy 2) in 3 of the Bylaws of the Supervisory Board, following letters shell be inserted: f') evaluation of Management Board s report on Company s operations and financial statement for the last financial year, which are referred to in art point 1 of the Code of Commercial Companies, within the scope of its conformity with books and documents, as well as with actual state; evaluation of Management Board s motions concerning the division of profit or coverage of loss and submitting in written of the annual report from the aforementioned evaluation. u) carrying out the duties of Audit Committee, if the Audit Committee hadn t been appointed or there had been obstacles which make its operation impossible. 3) 4 of the Bylaws of the Supervisory Board shall be replaced by the following: 4 1. The Supervisory Board elects an entity entitled to audit financial reports and accounts of the Company in compliance with the applicable regulations. 2. While setting forth the amount of remuneration for the Members of the Management Board, the Supervisory Board takes into consideration its incentive character and assurance of effective and seamless management of the Company. The remuneration shall be commensurate with the Company s size and financial results and shall be related to the scope of responsibilities resulting from the function performed and shall take into account the level of remuneration of the members of management boards in similar companies in a comparable market. 4) 6 of the Bylaws of the Supervisory Board shall be replaced by the following: 6 1. Supervisory Board consists of five to seven persons, including a Chairman and a Vice- Chairman. 2. Individual Members of the Supervisory Board are appointed by the General Meeting of Shareholders. 3. The Supervisory Board is elected for the period of two years. Members of the Supervisory Board are appointed for a joint term of office. 4. The Supervisory Board elects a Chairman and a Vice-chairman from amongst its Members. 5. The Supervisory Board or its Members appointed by General Meeting of Shareholders may be dismissed under the resolution of the General Meeting of Shareholders before the end of the Supervisory Board s term. The term of a Member of the Supervisory Board appointed

6 before the end of the Supervisory Board s term shall end together with the end of the term of the entire Board. 6. Terms of Members of the Supervisory Board end not later than on the date of holding the first General Meeting of Shareholders convened to approve the financial report for the last full financial year of the Supervisory Board s term of office. 7. Terms of Members of the Supervisory Board end also at their death, resignation or dismissal. 5) in 9, section 3 of the Bylaws of the Supervisory Board shall be replaced by the following: 3. The Supervisory Board resolutions may be adopted under the written procedure (by circulation) or with the support of means of long distance communication (telephone, facsimile, , videoconference). A resolution so adopted shall be valid if all Members of the Supervisory Board have been notified of the contents of a draft resolution. 6) in 9 after section 3 of the Bylaws of the Supervisory Board, the following sections shall be inserted: 3a. Adopting resolutions by circulation, Members of the Supervisory Board cast their votes by putting their signatures in the right place on a copy of a draft resolution (circulation copy) or by putting their signatures on separate copies of a draft resolution prepared for each Member (circular letter). The Supervisory Board may also adopt resolutions under the mixed procedure with the use of both aforementioned forms of voting. Resolutions are deemed adopted upon putting the last signature. 3b. In the event of adopting resolutions with the support of means of long distance communication, Members of the Supervisory Board shall cast their votes respectively orally or in writing. Resolutions are deemed adopted upon submitting the last statement. 3c. In the next Meeting of the Board, Chairman of the Supervisory Board shall present the remaining Members of the Supervisory Board with a list of resolutions adopted by the Board by circulation or with the support of means of long distance communication. 7) 13 of the Bylaws of the Supervisory Board shall be replaced by the following: Resolutions of the Supervisory Board shall be recorded by a minute secretary elected from outside the Supervisory Board or a person designated by the Chairman from amongst the Members of the Supervisory Board. The minutes shall include the agenda, the first and last names of attending Members of the Supervisory Board, the number of votes cast in favour of each resolution, objections raised, and the procedure for the adoption of a resolution. 2. The minutes shall be initialled by at least one Member of the Supervisory Board and the minute secretary and signed by all attending Members of the Supervisory Board not later than on the subsequent meeting of the Supervisory Board. Members absent in the meeting when the minutes are signed, irrespective of the reason for their absence, are obliged to sign the minutes on the next possible date.

7 4. In the event of adopting resolutions with the use of means of long distance communication, minutes shall be drawn up. Provisions of sections 1 and 2 shall apply respectively. 3. In the event of adopting resolutions under the written procedure, the resolutions shall be signed by all Members of the Supervisory Board. The Resolution comes into effect on the date of registration of the amendments to the Company s Articles of Association by the Register Court of competent jurisdiction. Appendix 1 to Resolution No. 4 of the Extraordinary Meeting of Shareholders. JUSTIFICATION OF AMENDMENTS TO THE BYLAWS OF THE COMPANY S SUPERVISORY BOARD Amendments to the Bylaws of the Company s Supervisory Board result from amendments to the Company s Articles of Association and they aim at streamlining organization of meetings of the Company s Supervisory Board by establishing the written procedure and use of the means of long distance communication in the process of adopting resolutions by the Supervisory Board and the procedure for drawing up and signing minutes from meetings of the Supervisory Board. RESOLUTION No. 5 1 Pursuant to 10 section 2 of the Company s Articles of Association, the Extraordinary Meeting of Shareholders hereby decides to amend the Bylaws of the General Meeting of Shareholders of the Company as follows: 1) in 1 of the Bylaws, section 1 shall be replaced by the following: 1. The General Meeting acts in accordance with the provisions of the Code of Commercial Companies and Partnerships, the Company s Articles of Association, these Bylaws and in consideration of the Code of Best Practices of Companies Listed on Stock Exchange approved by the Company bodies. 2) in 1 of the Bylaws, section 3 shall be replaced by the following: 3. The Bylaws are approved by the General Meeting by virtue of a resolution. Any amendments to the Bylaws shall come into effect on the date of adopting the resolution, unless the resolution provides otherwise. 3) of the Bylaws shall be replaced by the following: 1. The General Meeting is convened by the Company s Management Board.

8 2. The Annual General Meeting may be convened by the Supervisory Board if the Management Board fails to convene it within six months after the end of the fiscal year at the latest or on the date provided for by provisions of the applicable law, or by the Extraordinary General Meeting, if it deems it advisable. 3. Shareholders representing at least half of the share capital or at least half of the votes in the Company may convene the Extraordinary General Meeting. Shareholders shall elect the Chairman of such meeting. 4. A shareholder or shareholders representing at least one twentieth of the share capital may, pursuant to conditions and terms provided provisions of the applicable law: a) demand that the Extraordinary General Meeting be convened and certain issues be put on the agenda; b) demand that certain issues be put on the agenda of the subsequent General Meeting; c) submit draft resolutions concerning issues included in the agenda of the General Meeting or issues that are to be put on the agenda of the General Meeting. 5. Demands and motions specified in section 4 above should be submitted to the Management Board in a written or electronic form. Shareholders who intend to make use of the electronic means of communication shall use special forms available on the Company s website and send them to the address specified on the Company website. 6. The General Meeting is held at the Company s office in the town of the registered office of the Stock Exchange where the Company s shares are admitted to organized trading (exclusively in the Republic of Poland). 7. The General Meeting is convened by an announcement published on the Company s website in a manner provided for publication of current reports, pursuant to the regulations on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies. The announcement shall be published not later than 26 days prior to the date of the General Meeting. 8. If the agenda of a General Meeting includes certain issues requested by authorised entities or if it was convened at request of such entities, then such a Meeting can be cancelled only upon consent of the authors of this request. Otherwise, the General Meeting may be cancelled if there are serious obstacles against organising it or if it is obviously objectless. Cancellation is done exactly in the same way as the Meeting was convened, ensuring minimization of adverse effects for the Company and shareholders, in any case no later than 13 days before the originally scheduled date. Changing the date of a General Meeting is done in the same way as the Meeting was cancelled, even if the suggested agenda is not changed. 3) 3 of the Bylaws shall be replaced by the following: 3 1. The General Meeting may be attended by persons who are the Company shareholders sixteen days prior to the General Meeting date (the date of registration of participation in the General Meeting) and who applied to the entity maintaining the Company s securities account for issuing a personal certificate confirming their right to participate in the General Meeting. The certificate shall be issued according to provisions of the applicable

9 law. Upon shareholders request the certification shall indicate part or all shares registered on their securities account for which the shareholders intend to exercise their right to vote in the General Meeting. 2. The list of shareholders entitled to participate in the General Meeting is prepared by the Company on the basis of the list made available by the securities depository. The list of shareholders, signed by the Management Board, indicating surnames and names or companies (names) of the entitled shareholders, their place of residence (office), number and type of shares held and number of votes they are entitled to, will be made available at the office of the Company's Management Board for 3 business days prior to the General Meeting date. Upon shareholders request, the list may be ed to the address indicated by them, free of charge. 3. Shareholders may transfer shares between the date of registration of their participation in the General Meeting and the date the General Meeting is closed. 4. Representatives of media may participate in the General Meeting, unless their presence could lead to the Company's damage because of the nature of discussed issues. The motion to admit representatives of media to the proceedings is submitted for vote by the Chairman immediately after signing the attendance list according to 8 of these Bylaws. 4) after 3 of the Bylaws, 3¹ of the following wording shall be inserted: 3¹ 1. Shareholders may participate in the General Meeting and exercise their right to vote in person or through a proxy holder(s). 2. A proxy to represent shareholders in the General Meeting and exercise the right to vote may be in a written or electronic form. 3. An electronic proxy does not have to bear a secure electronic signature verified with a valid qualified certificate. A shareholder shall notify the Company of establishing a proxy electronically in a form available on the Company s website in the section related to the General Meeting, or in a way determined in the Announcement of the General Meeting. 4. Provisions of section 3 above shall respectively apply to revocation of a proxy. 5. Unless specified otherwise in a proxy, a proxy holder shall enjoy the same rights as a shareholder in the General Meeting. A proxy holder may grant further proxies only if his proxy provides so. 6. One proxy holder may represent several shareholders and cast different votes for each shareholder. 7. A shareholder holding shares registered on several securities accounts may appoint separate proxy holders to exercise the rights for shares registered on each account. 8. Members of the Management Board or employees of the Company may act proxy holders in the General Meeting, as prescribed by the provisions of the applicable law. 5) in 17 of the Bylaws, subsections 4a and 4b of the following wording are inserted: 4a. A shareholder may cast different votes for each share that they hold. 4b. A shareholder may vote as a proxy holder in a voting for adopting a resolution concerning himself only according to the provisions of the applicable law.

10 6) 19 of the Bylaws shall be replaced by the following: For issues which are not regulated by these Bylaws the provisions of the Company s Articles of Association, Resolutions of the Company s governing bodies and provisions of the Code of Commercial Companies and Partnerships and other applicable provisions of law shall apply. 2. The Company may not be deemed liable for any consequences of the lack of shareholders access to the electronic means of communication with the Company or for failure of any electronic correspondence sent by a shareholder to get through to the Company, if it happened for reasons beyond control of the Company. The Resolution comes into effect on the date of registration of the amendments to the Company s Articles of Association by the Register Court of competent jurisdiction. Appendix 1 to Resolution No. 5 of the Extraordinary Meeting of Shareholders. JUSTIFICATION OF AMENDMENTS TO THE BYLAWS OF THE GENERAL MEETING OF SHAREHOLDERS Amendments to the Bylaws of the General Meeting of Shareholders result from changes in the Company s Articles of Association, and in particular they are connected with the necessity of adjusting the Bylaws to the changes introduced by the Act on Amending the Code of Commercial Companies of December 5, 2008 and the Act on Public Trading in Securities, effective from August 3, 2009 which substantially change the manner of convening general meetings as well as participation of shareholders and their proxy holders in general meetings of listed companies. The aforementioned amendments in the regulations result from implementation of Directive 2007/36/EC of the European Parliament and of the Council of July 11, 2007 on the exercise of certain rights of shareholders in companies listed in the regulated market aiming mainly at facilitating the exercise by shareholders of listed companies their corporate rights. Getin Holding S.A. didn t applied to section II.1 of the Best Practices for WSE Listed Companies, pursuant to which, the Company should enable on-line broadcast of the General Meeting of Shareholders. Legal basis: art. 56 section 1 point 2 letter a) of the Act on public offering and conditions of introducing financial instruments to organised trading system and on public companies (Journal of Laws No. 184, item 1539 of 2005, later amended) in connection to 38 section 1 point 5 and 100 section 6 of the Regulation of the Minister of Finance of 19 February 2009 on current and interim information given by issuers of securities and conditions for recognising as equivalent the information required by the laws of a non-member state (Journal of Laws No. 33, item 259).