Legal Proceedings Report • Aug 8, 2017
Legal Proceedings Report
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No. 23220/08.08.2017
To: FINANCIAL SUPERVISORY AUTHORITY (FSA) - Financial instruments and investments sector BUCHAREST STOCK EXCHANGE
Ref: Current report according to the art. 113 of FSA Regulation no. 1/2006
Current report: according to the FSA Regulation no. 1/2006 Report date: 08.08.2017 Name of the issuer: PATRIA BANK SA Headquarters: Bucharest, 31 Ion Brezoianu, Actor Street, 1st, 2nd and attic Phone / Fax No: 0269803771 / 021 313 30 44 Unique Registration Code with the Trade Register: RO 11447021 Order number in the Trade Register: J40/9252/2016 Subscribed and paid-in share capital: RON 376,239,921.30 The regulated market where the instruments are traded: Bucharest Stock Exchange
In accordance with the art. 113, letter A (1) point j) of the FSA Regulation no. 1/2006 regarding the issuers and transactions with financial instruments we hereby notify the following issues:
Patria Bank SA has been receiving the payment injunction filled by Mr. Ilie Carabulea, through which the latter, in its capacity as a plaintiff, asks the court to oblige Patria Bank SA, in its capacity of defendant, jointly with its directors, to pay the sums "(a) 40,666,949.8 lei the price of the shares redeemed by the company (b) the legal interest penalty related to the amount due, equal to the NBR reference rate increased by 4% starting with the date of the submission the payment injunction and until the effective payment date, and (c) the court fees representing the stamp duty and the lawyer's fee. "
Patria Bank SA wishes to inform investors and shareholders that the payment obligation regarding the sums of money related to the shares that were subject of the withdrawal requests as a result of the merger between Banca Comerciala Carpatica SA and Patria Bank SA is not yet due, aspect which will be brought together with all the legal arguments to the competent court. As clearly was stated in the Withdrawal Procedure – made available to investors prior to the general shareholders meeting of October 5, 2016 that approved the merger project - the redemption obligation is conditional on the fulfillment of requirements imposed by the applicable legal provisions, among which: i) the implementation of the merger and ii) the prior approval of the National Bank of Romania for the redemption operation. The conditions that affect the payment obligation of the price are not fully met up to date and, therefore, the payment obligation of the price is not eligible. In addition, the amount requested by Mr. Carabulea by the payment injunction is not determined in accordance with the relevant legal provisions, being reported at the nominal value of the shares and not at the withdrawal price established by an independent expert according to the provisions of art. 134 of Law 31/1990 regarding the companies.
Patria Bank SA and its management undertake all the necessary steps to ensure the compliance with all applicable legal provisions, respect the rights of shareholders and recognize them within the limits established by the law; that is why, related to the withdrawal right, the audited financial statements of Banca Comerciala Carpatica SA for the financial year ended at December 31, 2016 (which were made public) states on page 65 that the bank recognized contingent liabilities to minority shareholders (their value being determined as the withdrawal price established in accordance with Article 134 of the Law no. 31/1990, multiplied by the total number of shares that
PATRIA BANK SA. Registered office: Bucharest, District 1, 31 Brezoianu Ion Actor Street, floors 1,2 and attic, postal code 010131 Bank participating in the Deposit Guarantee Fund in the Banking System (FGDB); ORC: J40 / 9252/2016, C.I.F. RO 11447021, Nr. RB-PJR-32- 045 / 07.15.1999; Share capital (subscribed and paid) 376,239,921.30 lei; Operator data code ANSPDCP Registry: no. 753; Tel: 0800 410 310, Fax: +40 372 148 273, [email protected] ; www.patriabank.ro
have been subject to the withdrawal right) which represent future obligations that depend on the fulfillment of all the above mentioned conditions.
All arguments of Patria Bank regarding the aforementioned payment injunction will be subject to the analysis of the court vested with solving the case, and we will inform accordingly the investors about the court decision that will be given in this file.
HORIA MANDA Chairman of the Board of Directors
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