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Board's Resolutions - Articles of Incorporation modification

Release Date: 10/24/2018 6:00:10 PM

IRIS Code: A2FB1

No. 66370/24.10.2018



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



Ref: Board of Directors’ decision regarding the duties delegated by the EGSM dated 02.08.2018

Current report: Reg. 5/2018

Report date: 24.10.2018

Name of the issuer: PATRIA BANK SA

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

Phone / Fax No: 0372538725 / 0212063902

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 274,165,692.20

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


Based on art. 5 (v) of EGSM Decision no. 3 / 02.08.2018 and the results regarding the share capital increase, the Board of Directors of Patria Bank SA approved the amendment of the Bank's Articles of Incorporation, according to the attached decision.


BOGDAN MERFEA                                                                                                          


Decision no. 325

of the Board of Directors of Patria Bank S.A. dated 23.10.2018


The Board of Directors of PATRIA BANK S.A., a company managed in a unitary system, established and operating in accordance with the Romanian legislation, with headquarters in Bucharest, 1st District, Brezoianu Ion Street, Actor, no. 31, floor 1, 2 and attic, registered with the Trade Registry under the Bucharest Tribunal under no. J40/9252/2016, Unique European Identifier (EUID) ROONRC J40/9252/2016, with unique registration code 11447021, fiscal attribute RO, registered with the Banking Registry under the number RB-PJR-32-045/15.07.1999, share capital (subscribed and paid) 274,165,692.20 lei, actual headquarter in Bucharest, 2nd District, 42 Pipera Road, the Globalworth Plaza building, Floors 7, 8 and 10 ("the Bank"), convened in the meeting of 26.06.2018,


(A) Resolution of Extraordinary General Shareholders’ Meeting no. 3 of 02.08.2018 ("EGSM 3/02.08.2018"), which approved the increase of the Bank's share capital by a maximum of 100,000,000 lei from 274,165,692.20  lei to a maximum of 374,165,692.20 lei by issuing, without issuance premium, 1,000,000,000 new nominative shares, ordinary, dematerialized each with a nominal value of 0.1 lei/share ("The Share Capital Increase");

(B) The mandate granted to the Board of Directors of the Bank, according to EGSM 3/02.08.2018, to undertake any necessary steps for the implementation the EGSM 3/02.08.2018, including but not limited to amending the Bank’s Act of Incorporation;

(C) The ending at 22.10.2018 of the offer period regarding the exercising of the preemptive rights within the Share Capital Increase;

(D) Confirmation of the Central Depository and the Intermediary of the Share Capital Increase about the subscriptions made by exercising the shareholders' preemptive rights within the Share Capital Increase operation;

(E) Cancellation of the second stage of the Share Capital Increase operation, regarding the offering of the shares not subscribed as a result of the completion of the period for the exercise of the pre-emptive rights within the share capital increase, to third parties, in the form of a sales offer addressed exclusively to qualified investors and/or of a sales offer addressed to less than 150 natural or legal persons, other than qualified investors, at a price of 0.1010 lei / share;

(F) Cancellation of the not subscribed shares during the period of exercising the pre-emptive rights related to the Share Capital Increase,


The actual results of the Share Capital Increase, respectively:

1. A number of 373,673,653 shares were subscribed.

2. The Bank's share capital increased by LEI 37,367,365.30;

3. The new share capital of the Bank amounts to 311,533,057.50 LEI, divided into 3,115,330,575 shares.


1. Amending the Bank's Act of Incorporation as follows:

Point 4.1 of Article 4 (Social Capital and Shares) of Chapter II (Capital and Funds of the Bank) is amended as follows:

"4.1. The share capital of the Bank, fully subscribed and paid in by the shareholders, is RON 311,533,057.50, divided into 3,115,330,575 nominative, ordinary shares, having a nominal value of RON 0.1 each."

2. Approves the empowering of the Bank’s General Manager to sign the amended Bank’s Act of Incorporation in accordance with this decision.

3. Approves the empowering of any of the members of the Management Board to undertake all the legal formalities required for the present decision, as well as for performing the registration with the Trade Registry. Any of the Management Board’s members may appoint other persons in order to fulfil the formalities mentioned above.


This decision was issued today, 23.10.2018, in 4 (four) original copies, each having a number of 2 (two) pages and benefiting from the same legal force.


Member of the Board of Directors

Bogdan Merfea


Legal Division

Gina Stefan


Secretary of the Board of Directors

Alice Lupea



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