AGM Information • Apr 10, 2020
AGM Information
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No.: 2029/10.04.2020
To: FINANCIAL SUPERVISORY AUTHORITY (FSA) - Financial instruments and investments sector BUCHAREST STOCK EXCHANGE
Current report: according to the FSA Regulation no. 5/2018 Report date: 10.04.2020 Name of the issuer: PATRIA BANK SA Headquarters: Bucharest, District 2, Globalworth Plaza Building, Pipera no 42, floors 7, 8 and 10 Phone / Fax No: 0800 410 310 / +40 372 007 732 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 311,533,057.50 The regulated market where the instruments are traded: Bucharest Stock Exchange
The Decisions of the Ordinary General Shareholders Meeting and Extraordinary General Shareholders Meeting of Patria Bank SA dated April 10, 2020 are presented below.
According to the mandate conferred by the General Shareholders Meeting, the Board of Directors will decide on the moment of launching the private placement for the unsecured, non-convertible and subordinated bonds, denominated in Euro, depending on financial market conditions.
Daniela Iliescu Razvan Pasol
General Manager Director, Capital Markets & Investors Relations Division
The Ordinary General Shareholders Meeting of Patria Bank S.A. (the "Assembly"), company managed under unitary system, incorporated and operating under Romanian law with registered office in 42 Pipera Road, Globalworth Plaza building, floors 7, 8 and 10, District 2, Bucharest, Romania, registered at the Trade Registry Office before Bucharest Court under no. J40/9252/2016, European Unique Identifier (EUID) ROONRC J40/9252/2016, sole registration number 11447021, fiscal attribute RO, registered with Banking Register under no. PJR-32-045/15.07.1999, with a subscribed and paid up share capital of RON 311,533,057.50, (the "Bank"),
legally and statutory convened, in accordance with art. 111, art. 113 and art. 117 from the Companies Law no. 31/1990, Law no. 24/2017 on issuers of financial instruments and market operations (Law 24/2017), ASF Regulation no. 5/2018 on issuers of financial instruments and market operations and with art. 9 from the Bank's Articles of Association, by publishing the convening notice in the Official Gazette of Romania, Part IV no. 937/10.03.2020 and in the newspaper "Bursa" from March 10, 2020, as well as by submitting the convening notice to the Bucharest Stock Exchange and to the Financial Supervisory Authority through the current report no. 27513 dated 06.03.2020,
Legally and statutory met on 10.04.2020, at 10:00 hours, within the first convening at Bank's registered office in Bucharest, District 2, 42 Pipera Road, Globalworth Plaza building, 7th Floor by proxy representation of a number of 3 who own a number of 2,596,360,583 shares having voting rights attached, representing 90.4706 % of the total voting rights, respectively 83.3414 % from the Bank's share capital,
Voting results for the election of the members of the Board of Directors (secret vote) - 2,596,360,583 shares for which valid votes were expressed, respectively 2,596,360,583 valid voting rights, representing 83.3414% of the share capital of the Bank and 90.4706% of the voting rights attached to the shares representing the share capital of the Bank, of which:
| No. | Name and | For | Against | Abstain |
|---|---|---|---|---|
| crt. | surname |
| Iliescu | 2,596,360,583 votes |
0 votes representing | 0 votes representing 0 % | |
|---|---|---|---|---|
| 1 | Daniela | representing 100 % of | 0 % of the total |
of the total number of |
| Elena | the total number of | number of votes |
votes expressed by the | |
| votes expressed by the | expressed by the |
shareholders present, |
||
| shareholders present, | shareholders present, | representatives or |
||
| representatives or |
representatives or |
persons who have voted | ||
| persons who have |
persons who have |
by correspondence in the | ||
| voted by |
voted by |
Assembly | ||
| correspondence in the | correspondence in |
|||
| Assembly | the Assembly | |||
| Manda | 2,596,360,583 votes |
0 votes representing | 0 votes representing 0 % | |
| Dragoș | representing 100 % of | 0 % of the total |
of the total number of | |
| Horia | the total number of | number of votes |
votes expressed by the | |
| votes expressed by the | expressed by the |
shareholders present, |
||
| shareholders present, | shareholders present, | representatives or |
||
| 2 | representatives or |
representatives or |
persons who have voted | |
| persons who have |
persons who have |
by correspondence in the | ||
| voted by |
voted by |
Assembly | ||
| correspondence in the | correspondence in |
|||
| Assembly | the Assembly | |||
| 3 | Merfea | 2,596,360,583 votes |
0 votes representing | 0 votes representing 0 % |
| Bogdan | representing 100 % of | 0 % of the total |
of the total number of | |
| the total number of | number of votes |
votes expressed by the | ||
| votes expressed by the | expressed by the |
shareholders present, |
||
| shareholders present, | shareholders present, | representatives or |
||
| representatives or |
representatives or |
persons who have voted | ||
| persons who have |
persons who have |
by correspondence in the | ||
| voted by |
voted by |
Assembly | ||
| correspondence in the | correspondence in |
|||
| Assembly | the Assembly |
2. With unanimity of validly expressed votes held by the shareholders present, representatives or persons who have voted by correspondence at the Assembly
empowering any of the members of the Management Board to undertake all the legal formalities necessary for fulfilling all the publication requirements for the resolutions approved by the OGSM on April 10, 2020, as well as approval of the power of these members to appoint other persons in order to fulfil the formalities mentioned above.
This Resolution has been drawn up and signed in Bucharest, in 4 original copies, each having a number of 2 pages, today April 10, 2020.
Patria Bank S.A. – Bucharest, District 2, Globalworth Plaza Building, Pipera no 42, floors 7, 8 and 10; ORC: J40/9252/2016, C.I.F. RO 11447021, RB-PJR-32-045/15.07.1999. Share Capital social: 311.533.057,50 lei; Patria Bank is registered by the National Supervisory Authority for Personal Data Processing – ANSPDCP – with the notification no. 753. Tel: 0800 410 310 | Fax: +40 372 007 732| [email protected] | www.patriabank.ro
Daniela-Elena Iliescu Vera Rusen
The Extraordinary General Shareholders Meeting of Patria Bank S.A. (the "Assembly"), company managed under unitary system, incorporated and operating under Romanian law with registered office in 42 Pipera Road, Globalworth Plaza building, floors 7, 8 and 10, District 2, Bucharest, Romania, registered at the Trade Registry Office before Bucharest Court under no. J40/9252/2016, European Unique Identifier (EUID) ROONRC.J40 / 9252/2016, sole registration number 11447021, fiscal attribute RO, registered with Banking Register under no. PJR-32-045/15.07.1999 with a subscribed and paid up share capital of RON 311,533,057.50, (the "Bank"),
legally and statutory convened, in accordance with art. 111, art. 113 and art. 117 from the Companies Law no. 31/1990, Law no. 24/2017 on issuers of financial instruments and market operations ("Law 24/2017"), ASF Regulation no. 5/2018 on issuers of financial instruments and market operations and with art. 9 from the Bank's Articles of Association, by publishing the convening notice in the Official Gazette of Romania, Part IV no. 937/10.03.2020 and in the newspaper "Bursa" from March 10, 2020, as well as by submitting the convening notice to the Bucharest Stock Exchange and to the Financial Supervisory Authority through the current report no. 27513 dated 06.03.2020,
Legally and statutory met on 10.04.2020, at 10:30 hours, within the first convening at Bank's registered office in Bucharest, District 2, 42 Pipera Road, Globalworth Plaza building, 7th Floor by proxy representation of a number of 3 who own a number of 2,596,360,583 shares having voting rights attached, representing 90.4706 % of the total voting rights, respectively 83.3414 % from the Bank's share capital,
1. With unanimity of validly expressed votes held by the shareholders present, representatives or persons who have voted by correspondence at the Assembly
The issue of a number of 20,000 unsecured, non-convertible and subordinated bonds, denominated in EUR, with nominal value of EUR 500/bond and a total nominal value of EUR 10,000,000, with the possibility of increasing the bond issue by the decision of the Board of Directors up to a maximum of 30,000 unsecured, non-convertible and subordinated bonds, denominated in EUR, with a nominal value of 500 EUR/bond and a maximum total nominal value of EUR 15,000,000. The bonds will be issued in dematerialized form, with an eightyear maturity (the "Bonds"), at a fixed interest rate (coupon rate), payable semi-annually, at a price equal to the nominal value, to be placed without drawing up a prospectus through a private placement, in the form of an offer addressed to: (i) qualified investors and/or (ii) to fewer than 150 natural or legal persons, other than qualified investors, per Member State, in
compliance with the legal provisions and regulations regarding Tier II capital requirements, established in compliance with the Romanian legal framework in force (the "Offer"). If necessary, the Bank may issue less than 20,000 Bonds.
2. With unanimity of validly expressed votes held by the shareholders present, representatives or persons who have voted by correspondence at the Assembly
The admission to trading of the Bonds on the regulated market operated by the Bucharest Stock Exchange, after successfully closing of the Offer, and of the undertaking by the Bank of all required actions and formalities in this regard ("Admission to Trading").
3. With unanimity of validly expressed votes held by the shareholders present, representatives or persons who have voted by correspondence at the Assembly
Appointment of Tradeville S.A. financial investments services company, a legal entity established and operating in accordance with the Romanian Law, with its registered office in Phoenix Tower, Bucharest, Calea Vitan no. 6A, Bl. B, Tronson B, floor 3, district 3, registered with Trade Register under no.J40/5868/1996, sole registration code 8694021, as the Offer's Intermediary and the Intermediary of the Admission to Trading procedure.
4. With unanimity of validly expressed votes held by the shareholders present, representatives or persons who have voted by correspondence at the Assembly
The empowerment of the Board of Directors, with the possibility of sub delegation, depending on the case, in order to carry out all the operations and/or procedures for the implementation of the above points 1-3 and to finalize the Offer and the Admission to Trading, in compliance with the terms and conditions approved by the EGMS, to perform the following:
b) to issue any decision and to fulfill any necessary legal documents and actions, useful and/or convenient for the performance of the decisions of the EGMS, including, without limitation, the negotiation, establishment and approval of the Bonds' final conditions, respectively the final number of Bonds, the interest rate of the Bonds, as well as the other final terms and conditions of the Bonds, contractual conditions, interest rates, fees and charges, collaterals, the setting of the date of the initiation of the procedures for the Bonds' issue and the subscription period, as well as the negotiation, approval and signing of any documents related to the Offer and to the Admission to Trading, the negotiation and signing of any contracts with the Intermediary and potential consultants, and performance of any required acts and legal actions, in compliance with the related EGMS decisions; and
c) to approve/negotiate any contracts and/or arrangements regarding the Bonds and/or the Offer and /or the Admission to Trading and any other arrangements, including Bonds presentation documents, prospectus for Admission to Trading, any contracts, certificates, statements, registers, notices, addendums and any other required acts and documents, to perform any formalities and to authorize and / or to execute any other actions necessary to give full effect to the issue of the Bonds and / or the Offer and / or the Admission to Trading (as the case may be) and to empower the Bank's representatives to sign any such documents, to carry out any such formalities and to carry out any such actions;
APPROVAL OF
Empowering any of the members of the Management Board to undertake all the legal formalities necessary for fulfilling all the publication requirements for the resolutions approved by the EGSM on April 10, 2020, as well as approval of the power of these members to appoint other persons in order to fulfil the formalities mentioned above.
This Resolution has been drawn up and signed in Bucharest, in 4 original copies, each having a number of 3 pages, today April 10, 2020.
Chairman of the Meeting Secretary of the Meeting
Daniela-Elena Iliescu Vera Rusen
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