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PATRIA BANK S.A. - PBK

Notice of EGSM October 18, 2021

Release Date: 9/14/2021 6:19:29 PM

IRIS Code: 00C7E

No.       537431/14.09.2021

 

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

            BUCHAREST STOCK EXCHANGE

 

Ref:       Convening of Patria Bank SA Extraordinary General Meeting of Shareholders for October 18, 2021

Report date: 14.09.2021

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 Extraordinary General Meeting of Shareholders for October 18, 2021

 

 

    

Patria Bank SA informs that by the Board of Directors Decision no. 179 dated 13.09.2021 the following decisions were taken

 

The Convening of the Extraordinary General Shareholders Meeting ("EGSM") of Patria Bank SA on October 18, 2021, 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 S.A. as of October 08, 2021, set as the Reference date for the EGSM, having the following agenda:

 

1.    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..

2.    The share capital increase of the Bank with the amount of maximum RON 19,730,000, from RON 311,533,057.50 to maximum of RON 331,263,057.50 by issuing, without issuance premium, a number of 197,300,000 new, nominative, ordinary, dematerialized shares, each having a nominal value of 0.1 RON/share. The share capital increase is made, according to article 89 of Law no. 24/2017 regarding on issuers of financial instruments and market operations, through: i) conversion, up to RON 14,925,000 (representing the RON equivalent of the amount of EUR 3.000.000 at the estimated exchange rate of 4.9750 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 on December 18, 2018 and through ii) additional cash contribution, with rendering the preference right for all Bank’s shareholders, registered in the register of the Bank’s shareholders as of the Record Date (”Share Capital Increase").

3.    The conversion of the Patria Bank S.A‘s debt towards EEAF Financial Services BV, up to RON 14,925,000 (representing the RON equivalent of the amount of EUR 3,000,000 at the estimated exchange rate of 4.9750 RON/EUR which will be updated with the NBR’s rate on the day of subscription), arising from the subordinated loan agreement dated December 18, 2018, as subsequently amended, in the amount of EUR 3,000,000, into nominative shares of Patria Bank S.A. as part of Share Capital Increase.

4.    The Share Capital Increase is made in order to sustain the development plans of the Bank, through offering newly shares, issued within the Share Capital Increase to all shareholders of Patria Bank S.A. registered in the shareholders registry of the Bank on the Record Date. Each shareholder registered in the shareholders registry as of the Record Date holds a number of preference rights equal to the number of shares held as of the Record Date and will be entitled to subscribe new shares based on its preference right, proportionally with the number of the shares owned, respectively 15.7898 preference rights for subscribing a new share. The applicable rounding algorithm is at the lower whole according to the provisions of art. 91 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 of the Bank as of the Record Date will be 0.1 RON/share, respectively will be equal to the nominal value of a share.

 

5.    The period for exercising the preference right will be one month starting from the date set out in the prospectus which shall be prepared for the Share Capital Increase. The preference rights are not tradable.

6.    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)           Contracting any other services needed for the implementation of the Share Capital Increase, such as drafting up the prospectus drawn up for the exercise of the preference right, signing the prospectus, carrying out the effective increase of 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;

(iv)         Adopting all decisions which are necessary for the implementation of the resolution regarding the Share Capital Increase;

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

7.    Approval of the use by transfer to the Retained Earnings of the General Reserve for credit risk in the amount of RON 3,425,628.60 and of the Reserve representing the fund for general banking risks in the amount of RON 11,875,181.87 to partially cover historical losses recorded in the balance as at 31.12.2020, for the financial years 2017 and respectively 2018, which include losses from  loans and from the balance sheet items that represent risk-bearing assets  specific to the banking activity and which exceed the balance of reserves for banking risks amounting to RON 15,300,810.47.

8.    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 October 18, 2021 or October 19, 2021, as well as approval of the power of these members to appoint other persons in order to fulfil the formalities mentioned above.

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

9.1.  Date of November 03, 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 87 (1) of Law no. 24/2017 regarding on issuers of financial instruments and market operations.

9.2.  Date of November 02, 2021 as Ex date.

9.3.  Date of November 04, 2021 as Payment Date, according to the provisions of Article 178, paragraph (4) of FSA Regulation no. 5/2018 regarding the issuers of and the operations with securities

 

Only persons registered as shareholders at the reference date of October 08, 2021 ("Reference Date") in the Bank’s shareholders' registry kept with Depozitarul Central S.A. are entitled to participate and vote in the EGSM.

 

 

 

General Manager                                      Director, Capital Markets and Investor Relations

Burak Yildiran                                            Razvan Pasol



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