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PATRIA BANK S.A. - PBK

Notice of O&EGSM April 26/27, 2021

Release Date: 3/25/2021 12:41:41 PM

IRIS Code: 0BCC3

No.      449377 /25.03.2021

 

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

            BUCHAREST STOCK EXCHANGE

 

Ref:       Convening of Patria Bank SA Ordinary General Shareholders Meeting and Extraordinary General Meeting for April 26/27, 2021

Report date: 25.03.2021

Name of the issuer: PATRIA BANK SA

Headquarters: Bucharest, 42, Pipera Road, Globalworth Plaza Building, Floors 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

 

 

Important events to be reported:

 

Convening of Patria Bank SA Ordinary General Shareholders Meeting and respectively Extraordinary General Shareholders Meeting for April 26/27, 2021

 

 

Ordinary General Shareholders Meeting (OGSM)

 

Patria Bank SA informs that by the Board of Directors Decision no. 59 dated 24.03.2021 the following decisions were taken:

 

1.   The Patria Bank SA Ordinary General Shareholders Meeting (OGSM) Convening on April 26, 2021 (first convening)/April 27, 2021 (second convening) 10:30 hours, at the Bank registered office in Bucharest, District 2, 42 Pipera Road, Globalworth Plaza Building, floor 10, for all the shareholders registered with the Depozitarul Central SA  as of April 16, 2021, set as the Reference date for the OGSM  

2.   Date of May 14, 2021 as Record Date for the purpose of identifying the shareholders upon which the resolution of the ordinary meeting of shareholders, in accordance with the provisions of article 86(1) of Law no. 24/2017 regarding on issuers of financial instruments and market operations

3.   Date of May 13, 2021 as Ex date,

4.   The Convening Notice of OGSM as per Annex and the topics on the agenda as proposed for the shareholders:

I.              Election of the secretary of the meeting, with the following proposals: Mr. Georgian Eugen Constantin, shareholder in Patria Bank S.A. and in his absence Mr. Adrian Cojocar, shareholder in Patria Bank S.A.

II.             Approval of individual and consolidated annual financial statements as of 31.12.2020, prepared in accordance with the International Financial Reporting Standards, accompanied by the reports of the Board of Directors and the Report of the Bank’s financial auditor.

III.            Approval of the proposal for the distribution of the net profit realized in 2020, in the amount of RON 2,797,394.65 as follows: legal reserves in amount of RON 305,498 and retained earnings in amount of RON 2,491,896.65.

IV.           Approval of the discharge for the Bank’s members of the Board of Directors for the financial year 2020.

V.            Approval of the Incomes and Expenditures Budget for 2021 and the Activity Plan for the 2021 financial year.

VI.           Approval of the Remuneration Policy for the management.

VII.          Approval of the individual remuneration due to the members of the Board of Directors for the financial year 2021

VIII.         Renewal of the mandate of independent administrator of Mr. Iuga Vasile for a period of 4 years starting with 27.04.2021.

IX.           Renewal of the mandate of independent administrator of Mr. Surdu Nicolae for a period of 4 years starting with 27.04.2021.

X.            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 OGSM on April 26, 2021 or April 27, 2021, as well as approval of the power of these members to appoint other persons in order to fulfil the formalities mentioned above.

XI.           According to Article 2, paragraph 2, letter f), l) and Article 176 from ASF Regulation no. 5/2018 on issuers of financial instruments and market operations, approving:

a)   Date of May 14, 2021 as Record Date for the purpose of identifying the shareholders upon which the resolution of the ordinary meeting of shareholders, in accordance with the provisions of article 86(1) of Law no. 24/2017 regarding on issuers of financial instruments and market operations.

b)   Date of May 13, 2021 as Ex date, according to the provisions of article. 2 par 2 letter l) of FSA Regulation no. 5/2018 with regard to the exercise of certain rights of the shareholders within general shareholders meetings.

 

Extraordinary General Shareholders Meeting (EGSM)

           

Patria Bank SA informs that by the Board of Directors Decision no. 59 dated 24.03.2021 the following decisions were taken:

1.    The Patria Bank SA Extraordinary General Shareholders Meeting (EGSM) Convening on April 26, 2021 (first convening)/April 27, 2021 (second convening) 10:00 hours, at the Bank registered office in Bucharest, District 2, 42 Pipera Road, Globalworth Plaza Building, floor 10, for all the shareholders registered with the Depozitarul Central SA  as of April 16, 2021, set as the Reference date for the EGSM  

2.    Date of May 14, 2021 as Record Date for the purpose of identifying the shareholders upon which the resolution of the ordinary meeting of shareholders, in accordance with the provisions of article 86(1) of Law no. 24/2017 regarding on issuers of financial instruments and market operations

3.    Date of May 13, 2021 as Ex date,

4.    The Convening Notice as per Annex and the topics on the agenda as proposed for the shareholders:

I.           Election of the secretary of the meeting, with the following proposals: Mr. Georgian Eugen Constantin, shareholder in Patria Bank S.A. and in his absence Mr. Adrian Cojocar, shareholder in Patria Bank S.A.

II.          Approval of the amendment of art. 8.1 of the Articles of Association of the Bank, as follows:

Initial form:

„8.1 The governing body of the Bank is the general shareholders meeting. The general shareholders meetings are ordinary and extraordinary. "

New form:

"8.1 The General shareholders meetings are ordinary and extraordinary."

III.         Approval of the amendment of art. 17.5 of the Articles of Association of the Bank, as follows:

Initial form:

„17.5. The meetings of the Management Board take place weekly or whenever necessary. The resolutions of the Management Board are adopted with the absolute majority of the votes of the members, namely with 50% + 1 of the total number the managers that form the Management Board. The vote cannot be cast by proxy. The details about the decision-making process and any other organizational details are set under the provisions of the Statute of the Management Board, which is adopted by resolution of the Board of Directors.”

New form:

„17.5. The meetings of the Management Board take place weekly or whenever necessary. The resolutions of the Management Board are adopted by at least half of the total number of the managers that form the Management Board. If the General Manager participates in the Meetings of the Management Board and has the right to vote, in the event of a tie, the General Manager shall have the casting vote. The vote cannot be cast by proxy. The details about the decision-making process and any other organizational details are set under the provisions of the Organization and Functioning Regulation of the Management Board, which is adopted by resolution of the Board of Directors”

IV.           Approval of the empowering of any member of the Management Board to sign the updated Articles of Association of the Bank as a result of the amendments made to the Articles of Association of the Bank.

V.            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 26, 2021 or April 27, 2021, as well as approval of the power of these members to appoint other persons in order to fulfil the formalities mentioned above.

VI.           According to Article 2, paragraph 2, letter f), l) and Article 176 from ASF Regulation no. 5/2018 on issuers of financial instruments and market operations, approving:

a)         Date of May 14, 2021 as Record Date for the purpose of identifying the shareholders upon which the resolution of the extraordinary meeting of shareholders, in accordance with the provisions of article 86(1) of Law no. 24/2017 regarding on issuers of financial instruments and market operations.

b)         Date of May 13, 2021 as Ex date, according to the provisions of article. 2 par 2 letter l) of FSA Regulation no. 5/2018 on the issuers of financial instruments and market operations, with regard to the exercise of certain rights of the shareholders within EGSM.

 

General Manager                          Director, Capital Markets and Investor Relations Division

Daniela Iliescu                               Razvan Pasol           

 



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