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PATRIA BANK S.A. - PBK

Notice of O&EGSM for August 13, 2019

Release Date: 7/11/2019 3:33:07 PM

IRIS Code: 27A62

No.      41580/11.07.2019

 

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 Shareholders Meeting for August 13, 2019

Report date: 11.07.2019

Name of the issuer: PATRIA BANK SA

Headquarters: Bucharest, 42, Pipera Road, Globalworth Plaza Building, Floors 7, 8 and 10

Phone / Fax No: 021 206 39 02 / 0372538725

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 Extraordinary General Shareholders Meeting

 

 

 

Patria Bank SA informs that by the Board of Directors Decision no. 274 dated 10.07.2019 the following decisions were taken:

 

A. Convening of The Ordinary General Shareholders Meeting of Patria Bank SA (OGSM) on 13 August 2019, 10:00 hours, at the Bank registered office in Bucharest, District 2, 42 Pipera Road, Global worth Plaza Building, floor 7, for all the shareholders registered with the Central Depository as of 6 August 2019, set as the Reference date for the OGSM, as per the attached Convening Notice, having the following agenda:

1. The appointment of KPMG AUDIT SRL, legal entity incorporated and functioning in accordance with Romanian law, registered with the Trade Registry Office under number J40/4439/2000, fiscal identification code 12997279, as financial auditor of the Bank for auditing the financial statements of the Bank, for the financial year 2019-2021, prepared in accordance with the International Financial Reporting Standards, according to Romanian National Bank Order no.27/2010 as further amended, and the ending of the mandate of the financial auditor, Princewaterhouse Coopers Audit S.R.L. (C.U.I. 4282940).

2. 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 13 August 2019 and/or 14 August 2019, as well as approval of the power of these members to appoint other persons in order to fulfil the formalities mentioned above

3. 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:

3.1.    Date of 3 September 2019 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

3.2.    Date of 2 September 2019 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.

Only persons registered as shareholders at the reference date of 6 August 2019 ("Reference Date") in the Bank’s shareholders' registry kept with Depozitarul Central S.A. are entitled to participate and vote in the OGSM.

 

B. Convening of The Extraordinary General Shareholders Meeting of Patria Bank SA (EGSM) on 13 August 2019, 10:30 hours, at the Bank registered office in Bucharest, District 2, 42 Pipera Road, Global worth Plaza Building, floor 7, for all the shareholders registered with the Central Depository as of 6 August 2019, set as the Reference date for the OGSM, as per the attached Convening Notice, having the following agenda:

1.    Approval of the issuance of a maximum number of 10,000 unsecured, non-convertible and subordinated bonds, denominated in EUR, with nominal value of  EUR 500/bond and a total value of  maximum EUR 5,000,000,  in dematerialized form, with an eight-year maturity (the „Bonds”), at an  interest rate (coupon rate) of no more  6.5 %/per annum, payable semi-annually, to be placed without drawing up a prospectus  through a private placement, respectively through an offer addressed to: (i) qualified investors and (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”)

2.    Approval of the admission to trading of the Bonds on the regulated market operated by the Bucharest Stock Exchange, after successfully closing of the Offer, and approval of the undertaking by the Bank of all required actions and formalities, including preparation of the admission to trading prospectus for the Bonds („Admission to Trading”)

3.    Approval of 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 Bucharest, Calea Vitan no. 6A, block 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.    Approval of 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:

a)       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, issuing price of the Bonds and 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 of the contracts with the Offers’s Intermediary and potential consultants, and performance of any required  acts  and legal actions, in compliance with the EGMS decisions; and

b)       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 issuance 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;

5.    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 13 August 2019 and/or 14 August 2019, as well as approval of the power of these members to appoint other persons in order to fulfil the formalities mentioned above

6.    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:

6.1.    Date of 3 September 2019 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

6.2.    Date of 2 September 2019 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.

Only persons registered as shareholders at the reference date of 6 August 2019 ("Reference Date") in the Bank’s shareholders' registry kept with Depozitarul Central S.A. are entitled to participate and vote in the EGSM.

 

 

  Deputy General Manager                       Director, Capital Markets & Investors Relations Division

  Lucica Pitulice                                         Razvan Pasol          



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