Current reports

21st April 2009 | 14/2009

Current report no. 14/2009 - Convocation of the Ordinary General Meeting of Bank Handlowy w Warszawie S.A.

Legal basis: § 38 section 1 item 1) of the Ordinance of the Minister of Finance on current and periodical information provided by issuers of securities and on conditions of recognizing equivalent information required by the law of a non-member state dated 19 February 2009 (Journal of Laws of 2009, No. 33, item 259).

Bank Handlowy w Warszawie S.A. informs that by way of resolution of April, 21 2009 the Management Board convened an Ordinary General Meeting of the Bank for June 18, 2009. The Ordinary General Meeting of the Bank will be held at 11.00 am in the Bank’s seat in Warsaw, 7/9 Traugutta Street, 1st floor, L. Kronenberg room.

Agenda of the meeting:

Opening of the General Meeting;
Election of the Chairperson of the General Meeting;
Concluding correctness of convening the General Meeting and its ability to adopt binding resolutions;
Adoption of the agenda;
Election of the Voting Committee;
Adoption of resolutions on:

1) consideration and approval of the Management Board’s Report on the Activities of Bank Handlowy w Warszawie S.A. in 2008 and the financial statements of Bank Handlowy w Warszawie S.A. for 2008;
2) consideration and approval of the Report of the Supervisory Board of Bank Handlowy w Warszawie S.A. on its activities in the period from the Ordinary General Meeting held in 2008 to the Ordinary General Meeting held in 2009 including the results of the Supervisory Board’s assessment of the reports: the Management Board’s report on activities and financial statements of the Bank and the Bank’s Capital Group in 2008, as well as the Management Board’s motion on the distribution of the net profit for 2008;
3) consideration and approval of the Report on Activities of the Capital Group of Bank Handlowy w Warszawie S.A. in 2008 and the consolidated financial statements of the Capital Group of Bank Handlowy w Warszawie S.A. for 2008
4) acknowledgement of the performance of duties in the year 2008 by the Management Board Members;
5) acknowledgement of the performance of duties in the year 2008 by the Supervisory Board Members;
6) distribution of the net income for 2008;
7) changes in the Bank’s Articles of Association;
8) changes in the Regulations of the General Meeting.
9) Appointment of the Members of the Bank’s Supervisory Board;
Closure of the General Meeting.

Only the shareholders who provide registered deposit certificates at least a week before the General Meeting, i.e. by 12 June 2009, will be authorized to participate in the General Meeting, pursuant to the provisions of Art. 9 section 3 of the Act on trade in financial instruments dated 29 July 2005.

Registered deposit certificates should be delivered to Bank Handlowy w Warszawie S.A., Shareholder Registration Desk in Warsaw, 16 Senatorska Street (main entrance – ground floor) between June 4, 2009 and June 12, 2009 at 10:00 a.m. – 02:00 p.m.

Pursuant to the provisions of Art. 402 § of the Commercial Companies Code the Shareholders are informed of the proposed changes to the Articles of Association of Bank Handlowy w Warszawie Spółka Akcyjna:

In §8 of the Articles of Association:

a) Section 2 shall now read as follows:
“2. The Supervisory Board shall have the right to convene an ordinary General Meeting of Shareholders if the Management Board fails to convene it within the timeframe set in the Articles of Association or an extraordinary General Meeting of Shareholders if it considers it necessary”;

The previous wording of section 2 was as follows:
“2. The Supervisory Board shall have the right to convene an ordinary General Meeting of Shareholders if the Management Board fails to convene it within the timeframe set in the Articles of Association.”;

b) Section 3 shall now read as follows:
“3. The Management Board shall convene an extraordinary General Meeting of Shareholders on its own initiative and at the request of a shareholder or shareholders representing at least one-twentieth part of the share capital. A request for convening an extraordinary General Meeting of Shareholders should be submitted to the Management Board in writing or in an electronic form.”;

The previous wording of section 3 was as follows:
“3. Extraordinary General Meeting of Shareholders shall be convened by the Management Board on its own initiative, at the request of the Supervisory Board or at the request of shareholders representing at least one-twentieth part of the share capital. The request to convene a General Meeting of Shareholders and to include specific issues on the Agenda should be justified.

c) Section 4 shall now read as follows:
“4. If within two weeks from the submission to the Management Board of a request, referred to in Section 3 above, an extraordinary General Meeting of Shareholders is not convened, the registry court, by way of a decision, can authorize a shareholder or shareholders who have made such request, to convene the extraordinary General Meeting of Shareholders. The shareholder or shareholders authorized by the registry court, in the announcement of the convocation of an extraordinary General Meeting of Shareholders, shall refer to the decision of the registry court mentioned in the previous sentence. The chairman of such extraordinary General Meeting of Shareholders shall be appointed by the registry court.”;

The previous wording of section 4 was as follows:
“4. If the Management Board fails to meet these requests within two weeks from their submission, the Supervisory Board shall have the right to convene an extraordinary General Meeting of Shareholders. This shall not limit the rights of shareholders referred to in Art. 401 of the Commercial Companies Code to obtain court’s authorization to convene an extraordinary General Meeting.”;

d) Section 5 shall now read as follows:
“5. An Extraordinary General Meeting of Shareholders can also be convened by shareholders representing at least one half of the Bank’s share capital or at least one half of the total number of votes at the Bank. The chairman of such Meeting of Shareholders shall be appointed by the shareholders.”;

The previous wording of section 5 was as follows:
“5. A General Meeting of Shareholders, the agenda of which contained specific issues upon request of the authorized entities, or which was convened upon such request, can be called off exclusively upon approval of the applicants. In other cases the General Meeting of Shareholders can be called off if there are some extraordinary obstacles (force majeure) preventing it or if it becomes expressly irrelevant. The meeting shall be called off in the same way as it is convened, ensuring minimum adverse effects for the company and the shareholders, in any event no later than three weeks before the initially planned date. The date of the General Meeting of Shareholders shall be changed according to the same procedures applied to calling it off, even if the proposed Agenda does not change.”

e) Section 6 shall be moved to the new Section 9, and Section 6 shall now read as follows:
“6. The General Meeting of Shareholders shall be convened by way of an announcement placed on the Bank’s website and in the manner stipulated for the distribution of current filings by public companies; provided that such announcement is made at least twenty six days before the date of the General Meeting of Shareholders.”;

f) Section 7 shall be added to read as follows:
“7. Shareholders who have the right to demand that a certain matter be placed on the agenda of a General Meeting of Shareholders, in order to exercise such right, should submit a motion to the Bank Management Board in writing or in an electronic form, along with a justification and a draft resolution related to the proposed item on the agenda, no later than twenty one days before the date of the General Meeting of Shareholders. The Management Board shall place the matter on the agenda of the next General Meeting of Shareholders immediately, but no later than eighteen days before the scheduled date of the General Meeting of Shareholders.”;

g) Section 8 shall be added to read as follows:
“8. General Meeting of Shareholders may be called off only if it has become irrelevant or if there are some extraordinary obstacles preventing it. Cancellation or the change of date of holding a General Meeting of Shareholders shall be effected in the same way as convening, with the reservation that twenty six day period is not applicable. Cancellation and the change of date of holding a General Meeting of Shareholders must ensure minimum adverse effects for the Bank and the shareholders.”;

h) Section 9 shall be added with the wording of the previous Section 6:
„9. The General Meeting of Shareholders can resolve not to consider a matter placed on its agenda and to change the order of matters covered by the agenda. However, in order to remove from the agenda or resolve not to consider a matter placed on the agenda at shareholders’ request, the consent of all present shareholders who have made such request shall be required, supported by 75% of votes at the General Meeting of Shareholders. Motions in such matters should be justified in a detailed way.”.
In §11 of the Articles of Association:

a) Section 2 shall now read as follows:
“A proxy to participate in the General Meeting of Shareholders and to vote should be given in writing or in an electronic form.”;

The previous wording of Section 2 was as follows:
“2. A proxy to participate in the General Meeting of Shareholders and to vote should be made in writing or else it shall be invalid”

b) Section 3 shall be added to read as follows:
“3. A shareholder notifies the Bank of granting a proxy in an electronic form, by sending to an e-mail address specified on the Bank’s website a completed proxy form made available on the site.”;

c) Section 4 shall be added to read as follows:
“4. A person performing the function of a Bank Management Board member or a Bank employee can act as a proxy at a General Meeting of Shareholders.”;
d) Section 5 shall be added to read as follows:

“5. If the proxy is a Management Board member, a Supervisory Board member, a Bank liquidator, employee or a member of Bank’s bodies or an employee of a company controlled by the Bank, the proxy instrument shall entitle such person to representation at only one General Meeting of Shareholders and such person shall be required to vote in conformity with instructions given by the shareholder. In addition, the proxy referred to above should advise the shareholder represented by him of the circumstances indicating the existence or possibility of occurrence of a conflict of interests.”.
In Chapter VIII of the Articles of Association (FINANCIAL MANAGEMENT, APPROPRIATION OF PROFITS), §39 shall be added to read as follows:
“The Bank’s financial year shall be a calendar year.”
The existing §39 shall now be numbered as §40.
The existing §40 shall now be numbered as §41.
The existing §41 shall now be deleted. The existing contents of §41:

“Bank’s financial statements shall be published by the Management Board in the Official Journal of the Polish Republic “Monitor Polski B”. Announcements in other matters shall be published in the Court and Economic Gazette (Monitor Sądowy i Gospodarczy)”.
The existing §42 shall be moved to the new §43, and §42 shall now read as follows:

“Unless relevant provision of law provides otherwise, all announcements shall be placed by the Management Board only on the Bank’s website.”
§43 shall be added with the wording of the existing §42:

“All matters which are not regulated by these Articles of Association shall be governed by the legal provisions in force.”

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