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PATRIA BANK S.A. - PBK

Notice of EGSM on March 12, 2018 Update

Release Date: 2/27/2018 7:33:38 PM

IRIS Code: DD344

No.   8310/27.02.2018

 

To:          FINANCIAL SUPERVISORY AUTHORITY (FSA) - Financial instruments and investments sector

                BUCHAREST STOCK EXCHANGE

 

Ref: Completed meeting agenda EGSM 12.03.2018

 

Current report: according to the FSA Regulation no. 1/2006

Report date: 27.02.2018

Name of the issuer: PATRIA BANK SA

Headquarters: Bucharest, 31 Ion Brezoianu, Actor Street, 1st, 2nd and attic

Phone / Fax No: 0372538725 / 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 227,121,731.3

The regulated market where the instruments are traded: Bucharest Stock Exchange

 

 

1.       Events important to be reported

 

 

According to art. 113 lit. A of the FSA Regulation no. 1/2006 on issuers and transactions with securities, with the subsequent amendments and completions, Patria Bank SA informs investors that according to the:

 

- Company Law no. 31/1990, republished, with the subsequent amendments and completions;

- Law no. 24/2017 on issuers of financial instruments and market operations;

- FSA Regulation no. 6/2009 regarding the exercise of certain rights of the shareholders in the general meetings of the companies, with subsequent amendments and completions;

- FSA Regulation no. 1/2006 on issuers and operations with securities, with the subsequent modifications and completions;

 

 and taking into consideration the request for completion of the agenda of the Extraordinary General Meeting of Shareholders dated March 12, 2018, 1000 hour, addressed by the shareholder EEAF Financial Services BV, holding 76.2058% of the share capital of the Company on 31.12. 2017,

 the Board of Directors of Patria Bank SA, in its meeting from February 27, 2018, completes the republishes the agenda of the Extraordinary General Meeting of Shareholders dated 12 March 2018, 1000 hour, at the Bank's headquarters in Bucharest, Sector 1 , Strada BREZOIANU ION, ACTOR, Nr. 31, floors 1, 2 and attic, Room E, for all shareholders registered in the share register on March 1, 2018, set as the reference date for holding the EGSM.

 Basically, the completion required by the shareholder EEAF Financial Services BV concerns the completion of the sources of the bank's share capital increase operation, including the conversion of a new subordinated loan of EUR 4.3 million granted to the bank on 23 February 2018.

 

Thus, it is proposed to increase the share capital by approximately EUR 13 million, of which the majority shareholder EEAF Financial Services BV will have a portion of EUR 9.9 million, which is proposed to be subscribed by the conversion of the subordinated loans granted to the bank in the total amount EUR 8.65 million and a cash contribution of EUR 1.25 million, and minority shareholders will have a portion of EUR 3.1 million to be exercised for the pre-emption rights.

 

Annex: The completed convening notice of the Extraordinary General Meeting of Shareholders of Patria Bank SA dated March 12, 2018.

 

 

BOGDAN NEACSU

DEPUTY GENERAL DIRECTOR

 

MIHAELA CONSTANTIN

HEAD OF INVESTORS RELATION & FINANCIAL INSTITUTIONS                                      

                                                   

 

UPDATED CONVENING NOTICE OF

EXTRAORDINARY GENERAL SHAREHOLDERS MEETING

OF PATRIA BANK SA

 

The Board of Directors of PATRIA BANK S.A., a joint stock company managed under a unitary system, incorporated and operating in accordance with Romanian law, registered with the Trade Registry Office attached to the Bucuresti Tribunal under number J40/9252/2016, fiscal identification code RO 11447021, having its registered office in Bucharest, district 1, 31 BREZOIANU ION ACTOR, floors 1, 2 and attic and actual office in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floors 7,8 and 10, with a subscribed and paid up share capital of RON 227,121,731.30 and the registered number in the Banking Register PJR-32-045/15.07.1999 (the "Bank" or “Patria Bank”),

Considering the following:

 

• The Extraordinary General Meeting of the Bank's Shareholders was convened on March 12, 2018, at 10.00, at the headquarters of the Bank in Bucharest, Sector 1, BREZOIANU ION Street, ACTOR, No. 31, floors 1, 2 and attic, room E, by publishing the convening notice in the Official Gazette of Romania, Part IV no. 553 / 08.02.2018, in “Bursa” newspaper, issue of 08.02.2018 and submitted for publication to the Financial Supervisory Authority and the Bucharest Stock Exchange, by the current report no. 3475 / 07.02.2018, meeting having on the agenda the items 1-7, registered on the initiative of the Board of Directors;

• EEAF Financial Services B.V, as Bank shareholder holding more than 5% of the Bank's share capital, has filled, pursuant to Art. 117¹ paragraph (1) of Law 31/1990 on companies, as subsequently amended and supplemented, art. 7 of CNVM Regulation 6/2009 on the exercise of certain rights of shareholders in the general meetings of companies and of Law no. 24/2017 regarding the issuers of financial instruments and market operations, by the written letter received by the Bank on 26.02.2017, at 9:46, a request for completion of the agenda of the Extraordinary General Meeting of the Shareholders dated 12.03.2018 basically requesting the inclusion in the initial structure of the share capital increase proposed to be voted by the Board of Directors of an additional component of the debt conversion of another subordinated loan granted by EEAF Financial Services BV,

 

In accordance with Art. 117¹ par. (3) of Law 31/1990 on societies, republished,

 

COMPLETES THE AGENDA FOR:

 

EXTRAORDINARY GENERAL SHAREHOLDERS MEETING ("EGSM") WITH POINTS 1¹ AND 2¹

 

Convened on 12th of March 2018, 10:00 hours, at the Bank registered office in Bucharest, district 1, 31 Ion Brezoianu Actor Street, floors 1, 2 and attic, room E, for all the shareholders registered with the Depozitarul Central SA as of 1st of March 2018, set as the reference date for the EGSM

with points 1¹ and 2¹, at the request of EEAF Financial Services B.V, shareholder of the Bank

 

 

The updated Agenda of EGMS is the following:

 

1.       Approving the share capital increase of the Bank with the amount of maximum RON 60,538,661.1, from RON 227,121,731.30 to maximum RON 287,660,392.40 by issuing, without issuance premium, a number of 605,386,611 new, nominative, ordinary, dematerialized shares, each having a nominal value of 0.1 RON/share. The share capital increase is made, according to article 88 of Law no. 24/2017 regarding on issuers of financial instruments and market operations, through : i) conversion, up to RON 20,271,000 (representing the RON equivalent of the amount of EUR 4,350,000 at the estimated exchange rate of 4.66 RON/EUR which will be updated with the NBR exchange rate on the date of subscription) of the subordinated loan granted to the Bank by EEAF Financial Services BV, and through ii) additional  cash contribution, with rendering  the preference right for all Bank’s shareholders.

1.¹        Approving the share capital increase of the Bank with the amount of maximum RON 60,538,661.1, from RON 227,121,731.30 to maximum RON 287,660,392.40 by issuing, without issuance premium, a number of 605,386,611 new, nominative, ordinary, dematerialized shares, each having a nominal value of 0.1 RON/share. The share capital increase is made, according to article 88 of Law no. 24/2017 regarding on issuers of financial instruments and market operations, through: i) conversion, up to RON 40,309,000 (representing the RON equivalent of the amount of EUR 8,650,000 at the estimated exchange rate of 4.66 RON/EUR which will be updated with the NBR exchange rate on the date of subscription) of the subordinated loans granted to the Bank by EEAF Financial Services BV and through ii) additional  cash contribution, with rendering  the preference right for all Bank’s shareholders.

 

2.       The conversion of the Patria Bank S.A‘s debt towards EEAF Financial Services BV, up to RON 20,271,000 (representing the RON equivalent of the amount of EUR 4,350,000 at the estimated exchange rate of 4.66 RON/EUR which will be updated as of the date of subscription), arising from the subordinated loan agreement dated 23.08.2016, as subsequently amended, into nominative shares of Patria Bank SA as part of the share capital increase mentioned to the above point 1.

 

2.¹ The conversion of the Patria Bank S.A‘s debts towards EEAF Financial Services BV, up to total amount of RON 40,309,000 (representing the RON equivalent of the total amount of EUR 8,650,000 at the estimated exchange rate of 4.66 RON/EUR which will be updated as of the date of subscription), arising from the subordinated loan agreement dated 23th August 2016 as subsequently amended, amounting of EUR 4,350,000 and respectively, from the subordinated loan agreement dated 23rd of February 2018, amounting of EUR 4,300,000 , into nominative shares of Patria Bank SA as part of the share capital increase mentioned to the above point 1¹.

 

3.       The share capital increase is made in order to sustain the development plans of the Bank, through offering newly issued shares mentioned at above point 1 to all shareholders of Patria Bank S.A. registered in the shareholders registry as of the Record Date. Each shareholder registered in the shareholders registry as of the Record Date will be entitled to subscribe new shares based on its preference right, proportionally with the number of the shares owned. The applicable rounding algorithm is at the bottom, according to the provisions of art. 90 para (4) of the Law no. 24/2017 regarding on issuers of financial instruments and market operations.The issuance price for one newly issued share subscribed as a result of exercising the preference right by the shareholders registered in the shareholders registry as of the Record Date will be 0.1 RON/share, respectively will be equal to the nominal value of a share.

 

4.       The period for exercising the preference right will be one month starting from the date set out in the offer proportionate prospectus, which shall be prepared for the capital increase based on the preference right. The preference rights are not tradable.           

                    

5.       The Board of Directors is empowered to undertake any measure which is necessary for implementing the resolution regarding the share capital increase, including, but not limited to:

            

(i)                  Selecting an intermediary and signing the related agreement for the intermediation of share capital increase;

(ii)                Concluding agreements for the services needed for drawing up the documentation for implementing the share capital increase, such as: drafting and signing the proportionate prospectus for the exercise of the preference right, the actual implementation of the share capital increase and any other operation needed for executing the present EGSM Resolution;

(iii)               a)cancelling the unsubscribed shares or b) offering the unsubscribed shares to the Bank’s shareholders who have subscribed all the shares available for subscription, inside the exercise of the right of preference period, followed by the cancelling of the unsubscribed shares in this phase, and/or c) offering, without the obligation to set out the prospect, of the unsubscribed shares to the third parties, as a sell offer addressed exclusively to the qualified investors and/or a sell offer addressed to a number of less 150 natural or legal persons, other than  qualified investors, followed by the cancelling of the unsubscribed shares in this phase;

(iv)              Adopting all decisions which are necessary for the implementation of the resolution regarding the share capital increase, including but not limited to establish the issuing price  in case the unsubscribed shares shall be offered to third parties;

(v)                Amending art. 4 from the articles of association of the Bank in accordance with the results of the share capital increase.

 

6.       According to Article 1292 from CNVM Regulation no. 1/2006 regarding the issuers of and the operations with securities , approving:

(i)                  Date of 11th of April 2018 as Record Date in connection with the share capital increase, for the purpose of identifying the shareholders upon which the resolution regarding the share capital increase will have effect, respectively the shareholders who are entitled to receive preference rights;

(ii)                Date of 10th of April 2018 as Ex date, according to the provisions of article. 2 and 5 para 11 of CNVM Regulation no. 6/2009 on the exercise of certain rights of shareholders in relation to  general meetings of companies ;

(iii)               Date of 12th of April 2018 as Payment Date, according to the provisions of article 1292, (4) of CNVM Regulation no. 1/2006 regarding the issuers of and the operations with securities

 

7.       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 12th of March 2018 and/or 13th of March 2018 as well as approval of the power of these members to appoint other persons in order to fulfil the formalities mentioned above.

 

Only persons registered as shareholders at the reference date of 1st of March 2018 ("Reference Date") in the Bank’s shareholders' registry kept with Depozitarul Central S.A. are entitled to participate and vote in the EGSM.

 

Shareholders’ proposals in respect to the general shareholders meeting

One or several shareholders, individually or jointly representing at least 5% of the Bank's share capital (hereinafter referred to as the "Initiators") are entitled:

(a)           to add new items on the agenda of the EGSM, provided that each item is accompanied by a justification or by a draft of resolution proposed to be adopted by the EGSM; and

(b)          to present drafts of resolutions for items included or proposed to be included in the agenda of the EGSM.

Initiators’ proposals regarding the inclusion of new items on the agenda, as well as the draft resolutions for the items proposed to be included on the agenda of the EGSM, accompanied by copy of the valid identification documents of the Initiator (in case of natural persons – identity bulletin/card and in case of legal persons - identity bulletin/card of the legal representative registered in the Bank’s shareholders’ list issued by Depozitarul Central S.A.), may be transmitted as follows:

a)      submitted at the actual office of the Bank  in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floors 10, by 26st of February 2018, until the Bank’s closing hour 17:30, in sealed envelope, being clearly inscribed with upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 12/13 MARCH 2018".

b)      sent to the actual head office of the Bank in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floors 10,  through any courier with recorded delivery, so that to be registered to the Bank actual office until  26th of February, until the Bank’s closing hour 17:30, in sealed envelope, being clearly inscribed with upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 12/13 MARCH 2018".

c)       sent by e-mail having attached an embedded and extended electronic signature, as provided under Law no. 455/2001 on electronic signature, by 26st of February 2018, until the Bank’s closing hour 17:30, at capital@patriabank.ro, having "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 12/13 MARCH 2018" in the subject line.

The agenda supplemented with the items proposed by the above mentioned shareholders shall be published in accordance with the requirements of the law and the provisions of the articles of association regarding the convening of the EGSM, by 1st of March 2018 at the latest.

 

Questions related to the general shareholders meeting

The Bank’s shareholders, regardless of their participation to the share capital, may address questions in writing in relation to the items included in the agenda of the EGSM, accompanied by a copy of the valid identification document of the shareholder (in case of natural persons, identity bulletin/card and in case of legal persons, identity bulletin/card of the legal representative registered in the list of Bank’s shareholders issued by Depozitarul Central S.A.) to the actual office of the Bank  in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floors 10,  by 6th of March 2018, until the Bank’s closing hour 17:30, in sealed envelope, being clearly inscribed with upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 12/13 MARCH 2018 ".

The shareholders may sent questions to the actual office of the Bank in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floors 10, through any courier with recorded delivery, so that to be registered to the Bank actual office by 6th of March, until the Bank’s closing hour 17:30, in sealed envelope, being clearly inscribed with upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 12/13 MARCH 2018".

The shareholders may address such questions also by e-mail having attached an embedded and extended electronic signature, as provided under Law no. 455/2001 on electronic signature, accompanied by a copy of the valid identification document of the shareholder (in case of natural persons, identity bulletin/card and, in case of legal persons, identity bulletin/card of the legal representative registered in the list of Bank’s shareholders issued by Depozitarul Central S.A.) by 6th of March 2018 until the Bank’s closing hour 17:30, at capital@patriabank.ro, having "FOR THE GENERAL MEETING OF SHAREHOLDERS 12/13 MARCH 2018 " in the subject line.

 

Attending the general shareholders meeting

The access of the shareholders registered in the shareholders registry as at the Reference Date and entitled to attend the EGSM is permitted based on simple proof of their identity, made, (i) in case of natural persons, with the identity document or, (ii)in case of legal persons , with the identity document of the legal representative, and (iii) in case of legal person and natural person attending the meeting by means of a representative, with the proxy given to the natural person representing such shareholders, in compliance with the relevant applicable legislation.

Shareholders who, as at the Reference Date, are registered in the shareholders registry of the Bank, kept by Depozitarul Central S.A. may attend the EGSM in person or by proxy, each shareholder having the right to appoint another natural or legal person as representative for participating and voting on his behalf in the EGSM, in accordance with the provisions of art. 92 alin. (11) - (16) of Law no. 24/2017.

When participating by proxy, shareholders shall appoint representatives by special proxies, prepared in accordance with the sample of special proxy provided to the shareholders by the Bank, both in Romanian and in English, or by a general proxy granted under the conditions presented below.

 

General and special proxy

The general proxy is valid only if: (i) it is granted for a period not exceeding 3 years, (ii) it expressly enables the representative of the shareholder who granted such proxy to vote on all issues under debate in the general meetings of Bank’s shareholders, including acts of disposal and (iii) it is given by the shareholder, acting in capacity of customer, to an intermediary, as defined by art. 2 par. (1) point 20 of Law 24/2017, or to a lawyer. Shareholders of the Bank shall not be represented in the EGSM based on a general proxy given to a person who is subject to a conflict of interest that may arise in particular in the following cases:

a)      is a majority shareholder of Bank, or other entity controlled by such shareholder;

b)      is a member of an administrative, management or supervisory body of the Bank, of a majority shareholder or of a controlled entity as provided in section a) above;

c)      is an employee or an auditor of the Bank or of a majority shareholder or of a controlled entity as provided in section a) above;

d)      is a spouse or relative up to the fourth degree inclusively of one of the natural persons referred to in sections a) to c) above.

 

The general proxy shall contain at least the following information:

 1. the name of the shareholder;

2. name of the representative (to whom the proxy is granted);

3. date of proxy and its period of validity, in compliance with the law; proxies bearing a later date have the effect of revoking previously dated proxies;

4. indication that the shareholder empowers the representative to attend and vote on his behalf by general proxy in the general shareholders meeting for the entire holding of the shareholder at the reference date, expressly specifying the company/companies for which the general proxy is to be used. The validity of general proxy ceases in accordance with par. 2 of art. 151 of FSA Regulation no. 6/2009.

According to art. 14 par. (4) of FSA Regulation no. 6/2009 a shareholder may appoint a single person to represent him in the EGSM. However, if a shareholder holds shares of the Bank in several securities accounts, this restriction shall not prevent that shareholder to appoint a distinctive representative for shares held in each securities account with respect to a specific general meeting. Nonetheless, the shareholder is forbidden to express different votes in respect of the shares held by him in the share capital of the Bank.

The special proxies shall contain specific voting instructions for each item on the agenda of the EGSM and the representative shall have the obligation to vote in accordance with the instructions of the shareholder who appointed him. If there are discussions during EGSM, according to the legal provisions, on items not included on the agenda, the representative may cast the ballot regarding these items in accordance with the interest of the represented shareholder.

A special proxy is valid exclusively for the meeting for which it was requested.

Moreover, according to art. 14 par. (41)  of FSA Regulation no. 6/2009  a shareholder may appoint one or several alternate representatives by special proxy to ensure that shareholder’s representation in the EGSM in case the representative appointed by special proxy is unable to fulfill its mandate. If several alternate representatives are appointed by proxy, the order in which they are to exercise their mandate shall be set.

In accordance with the provisions of article 92, para (11) of Law no. 24/2017, in case a shareholder is represented by a credit institution that provides custody services, he may vote in EGSM based on the voting instructions received by means of electronic communication, without being necessary the drafting of a special or general proxy. The custodian votes in EGSM exclusively according to and within the limits of the instructions received by the shareholder clients on the reference date. To this end, the representative of the custodian will provide evidence that the shareholder is the customer of the custodian and that the representative was appointed by the custodian to represent the shareholder in EGSM.

In case of the special proxy, an original copy, filled in English or Romanian language and signed by the shareholder, accompanied by a copy of the identity document of that shareholder (in case of natural persons – bulletin/identity card, and respectively for legal persons – bulletin/identity card of the legal representative registered in the list of Bank shareholders issued by Depozitarul Central S.A.), shall be submitted to the Bank’s actual office in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floors 7,8 and 10, according to article 11.2. of the Constitutive Act 0 2 working days before the general meeting, respectively by 7th of March 2018, until the Bank’s closing hour 17:30, in sealed envelope, clearly inscribed with upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 12/13 MARCH 2018 and the representative shall carry with him an original copy of his special proxy in the EGSM.

The special proxy may be sent to the actual office of the Bank to the actual office of the Bank in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floors 10,  through any courier with recorded delivery, so that to be registered to the Bank actual office, according to article 11.2 of the Constitutive Act – 2 working days before the general meeting, respectively  until  7th of March, hour 17:30, the Bank’s closing, in sealed envelope, being clearly inscribed with upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 12/13 MARCH 2018".

 

The special proxy may be sent also by e-mail having an extended electronic signature embedded, according to Law no. 455/2001 regarding electronic signature, accompanied by valid identification documents, within the dead line provided by article. 11.2 of article of association of the Bank, namely by 7th of March 2018, until the Bank’s closing hour 17:30, to the e-mail address capital@patriabank.ro, with the following text "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 12/13 MARCH 2018" mentioned in the subject line.

In case of the general proxy, before it is first used, a copy of the general proxy certified under signature by the representative as true copy of the original, accompanied by a copy of the identity document of the shareholder (in case of natural persons – bulletin/identity card, and respectively for legal persons – bulletin/identity card of the legal representative recorded on the list of Bank shareholders issued by Depozitarul Central S.A.) and a written sworn statement of the intermediary or the attorney as set out below, shall be submitted to the Bank’s actual office in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floors 10, within the dead line provided by article. 11.2 of article of association of the Bank - at least 2 working days before the general meeting, namely by 7th of March 2018, until the Bank’s closing hour 17:30, in sealed envelope, clearly inscribed with upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 12/13  MARCH 2018 and the representative shall carry with him an original copy of the general proxy in the EGSM.

The general proxy may be delivered to the actual office in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floor 10, in sealed envelope, using any form of delivery with acknowledgement of receipt, clearly inscribed and upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 12/13 MARCH 2018”, so that its receipt may be recorded by the Bank's registry within the dead line provided by article 11.2 of article of association of the Bank - at least 2 working days before the general meeting- namely by 7th of March 2018, until the Bank’s closing hour 17:30.

 

The general proxy may be sent also by e-mail having an extended electronic signature embedded, according to Law no. 455/2001 regarding electronic signature, accompanied by valid identification documents, within the dead line provided by article. 11.2 of article of association of the Bank, namely by 7th of March 2018, until the Bank’s closing hour 17:30, to the e-mail address capital@patriabank.ro, with the following text "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 12/13 MARCH 2018" mentioned in the subject line.

Certified copies of the general proxies shall be kept by the Bank, this being mentioned in the minutes of the EGSM.

The person who was given a general or a special proxy may not be substituted by another person unless this right was expressly given by the shareholder in the proxy. In case the proxy is a legal person, it can exercise its mandate through any person who is a member of its management or executive body or through its employees.

 

Shareholders may appoint and revoke their representative by electronic means of data transmission, the revocation being effective and binding to the Bank if it is received by the Bank until the time limit for submitting/sending proxies.

If the person representing in person the shareholder in the EGSM is different from the person who voted by correspondence, then for the former’s vote to be valid, the representative shall present the EGSM with a written revocation of the vote by correspondence, signed by the shareholder or by the representative who expressed the vote by correspondence. This is not necessary if the shareholder or his legal representative is present at the EGSM.

 

Special provisions regarding the general proxy

The Bank shall accept a general proxy to participate and vote in the EGSM given by a shareholder, in capacity of customer, to an intermediary as defined in art. 2 par. (1) pt. 20 of Law no. 24/2017, as amended and supplemented, or to a lawyer, without requesting additional documents relating to such shareholder, if the general proxy complies with FSA Regulation no. 6/2009, is signed by the relevant shareholder and accompanied by an affidavit given by the legal representative of the intermediary or by the lawyer who received a general proxy, affidavit affirming that:

(i) authorization is granted by such shareholder, in capacity of customer, to his intermediary or, where appropriate, to his lawyer;

(ii) general proxy is signed by the shareholder, including the attachment of extended electronic signature, if necessary.

The affidavit referred to above shall be submitted to the issuer in original, signed and, without further formalities related to its form. The affidavit is submitted to the Bank together with the general proxy, in the terms and conditions set out above.

 

Vote by correspondence

The Bank's shareholders registered, as at the Reference Date, in the registry of shareholders of the Bank kept by Depozitarul Central S.A. have the opportunity to vote by correspondence using the ballot papers for vote by correspondence made available to shareholders by the Bank, both in Romanian and in English language.

The vote by correspondence may be cast by a representative only if that representative has received from the shareholder whom he represents a special/general proxy, which shall be submitted with the Bank in accordance with the provisions above mentioned.

When voting by correspondence, the ballot paper, filled in Romanian or English language and signed, together with a copy of the identity document of the shareholder (in case of natural persons – bulletin/identity card, and respectively for legal persons – bulletin/identity card of the legal representative, registered in the list of Bank shareholders issued by Depozitarul Central S.A.), can be delivered as follows:

a)      delivered to the actual office in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floor 10, in sealed envelope, clearly inscribed and upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 12/13 MARCH 2018”, by 7th of March 2018, until the Bank’s closing hour 17:30, at the latest.

b)       Sent to the actual office in Bucharest, district 2, 42 Pipera Road, Globalworth Plaza building, floor 10, using any form of delivery with acknowledgement of receipt, so that its receipt may be recorded by the Bank's registry, in sealed envelope, clearly inscribed and upper case letters "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 12/13 MARCH 2018”, by 7th of March 2018, until the Bank’s closing hour 17:30, at the latest.

c)       sent via e-mail with embedded extended electronic signature, according to Law no. 455/2001 on electronic signature, by 7th of March 2018, until the Bank’s closing hour 17:30, to the e-mail address capital@patriabank.ro.ro, with the following text "FOR THE GENERAL MEETING OF SHAREHOLDERS OF 12/13 MARCH 2018" mentioned in the subject line.

 

Other provisions regarding EGSM

In case of shareholders who are legal persons or entities without legal personality, the capacity of legal representative is established based on the list of shareholders valid as at the Reference Date, received from Depozitarul Central S.A. Documents certifying the capacity of legal representative, drafted in any foreign language other than the English language, shall be accompanied by a translation made by a sworn translator into Romanian or English language. The issuer shall not require legalization or apostille for documents certifying the capacity of legal representative of a shareholder.

In all above described cases when a reference is made to a shareholder’s representative registered in the list of shareholders issued by Depozitarul Central S.A., if that respective representative is not registered as such in the records of Depozitarul Central S.A., a confirmation of company details issued by the Trade Register, or any other equivalent document, in original or copy certified for conformity with the original, issued by any qualified authority of the state in which the shareholder is legally registered and which certifies the capacity of legal representative, shall be sent for the identification of the representative of the shareholder who is a legal person, and shall not be older than 3 months before the date when the convening notice for the EGSM is published.

Any failure to send the special proxies/ballots for correspondence voting by the above mentioned dates is sanctioned by loss of the right to vote by proxy/by correspondence in the EGSM. The special proxies/ballots for correspondence voting which do not contain at least the details enclosed in the sample forms made available by the Bank, shall not be binding to the Bank, and the general proxies which do not contain the minimum information required by legal provisions shall not be binding to the Bank either.

If on 12th of March 2018 (date of the first convening of EGSM) the legal and statutory requirements of validity for holding the EGSM are not met, the respective EGSM is convened on 13th of March 2018 (date of the second convening) in the same location, at the same time, and having the same agenda.

The documents and the informative materials concerning the points included on the agenda of the EGSM, this convening notice, the total number of shares and the voting rights existing at the date of the call, as well as the special proxies and the ballots for correspondence voting in the EGSM shall be made available to the shareholders, in Romanian and in English language, starting with 8th of February 2018, at the Bank’s re office, and shall be also made available on the website of the Bank (www.patriabank.ro, About us/Investors/General Meeting of Shareholders section).

As at the date of the call, the registered share capital of the Bank is represented by 2,271,217,313 nominative shares, each share giving the right to one vote, except for a number of 245,490,909 shares for which the voting rights have been suspended by the National Bank of Romania; thus, the total number of voting rights at the date of the convening is of 2,025,726,404 voting rights.

The draft resolutions proposed by shareholders shall be posted on the website of the Bank as soon as possible, after being received by the Bank.

Additional information can be obtained at phone number 0800410310 or 0372271403 and from the website of the Bank www.patriabank.ro.

 

 

 

 

President of the Board of Directors

Dragos Horia Manda

PATRIA BANK S.A.

 

 

 

 

 



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