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Current reports 2001

Warszawa, June 22, 2001

Current report 12/2001

Pursuant to §42 of the Council of Ministers Ordinance dated December 22, 1998 regarding the type, form and scope of current and periodical information and dates of its disclosing by issuers of securities admitted to public trading (Journal of Acts No 163, item 1160), the Board of Executives of Fortis Bank Polska SA hereby announces that the General Shareholders' Meeting held on June 21, 2001 took resolutions on the following issues:

  1. After taking into consideration the opinion of the Board of Directors and the opinion of certified auditors the financial statements for the 2000 fiscal year were approved, including the balance sheet, profit and loss statement, cash flow statement and additional information, as well as the Board of Executives Report for the 2000 fiscal year and the Board of Directors Report for the 2000 fiscal year were approved. The Bank authorities ' members were given a discharge of duties.
  2. The net profit of the Bank for the 2000 fiscal year was allocated. Having accepted motions of the Board of Executives and the Bank of Directors' opinion, the Shareholders resolved that the net profit of the Bank for the 2000 fiscal year amounting to PLN 21,031,681.49 (say: twenty one million thirty one thousand six hundred eighty one and 49/100) shall be allocated for the general risk fund to cover possible losses in the Bank's assets.
  3. The Shareholders resolved to introduce the following amendments to the Bank's Statute:

§ 1 item 1 shall read as follows:

"1. The Bank operates in the form of a joint-stock company under regulations of the Company Code, Banking Law, Authorization No. 46 dated October 6, 1990 issued by the President of the National Bank of Poland, and this Statute. The Joint Stock Company is hereinafter called the "Bank"."

the title of Chapter III shall read as follows:

"III. Share capital of the Bank."

§ 6 item 1 shall read as follows:

"1. The share capital of the Bank is PLN 20,103,600 (say: twenty million one hundred three thousand and six hundred zlotys) and is divided into 10,051,800 - ten million fifty one thousand and eight hundred) shares with a nominal value of PLN 2 (two zlotys) each."

§ 7 item 5 shall read as follows:

"5. Redemption of shares shall be allowed to take place also through reduction of the share capital."

§ 10 item 2 shall read as follows:

"2. Extraordinary General Shareholders' Meeting shall be allowed to be convened by the Board of Executives on its own initiative, on demand of the Board of Directors or on demand of shareholders that represent at least 10% of the share capital. The parties that demand convening of the Extraordinary General Shareholders' Meeting shall define the issues that are to be the agenda of the same."

§ 11 shall read as follows:

"Resolutions of the General Shareholders' Meeting shall be adopted by an absolute majority of votes cast unless stipulations of the Company Code or this Statute define stricter requirements."

§ 13 item 3 shall read as follows:

"3. The tenure of the Board of Directors member is five years. Members of the Board of Directors shall be appointed for the period of common tenure, a mandate of the Board of Directors member appointed prior to the expiry of a given tenure of the Board of Directors shall expire at the same time as mandates of the remaining members of the Board."

§ 14 item 6 shall read as follows:

  1. Resolution of the Board of Directors shall be regarded as validly adopted, if all members were invited at least 14 days before the meeting, and at least half of the members of the Board attend the meeting, including the Chairman and/or Vice-Chairman of the Board.
  2. The Board of Directors members may participate in adopting resolutions by the Board of Directors, by giving his/her vote in writing through another member of the Board.
  3. The Board of Directors may adopt resolutions by voting in writing. (in lieu of a meeting).
  4. The Board of Directors may adopt resolutions by voting using direct telecommunication means.
  5. The Board of Directors resolution adopted by voting in writing or using direct telecommunication means shall be valid provided that all members of the Board have been notified about the contents of the draft resolution.

§ 14 item 7 shall read as follows:

"7. Resolutions of the Board of Directors shall be adopted by a majority of votes. In the case of equal number of votes "for" and "against", the Chairman of the Board shall have the casting vote."

item 8 in §14 shall be deleted and the existing item 9 has been changed into item 8.

§14 item 8 shall read as follows:

"8. Provisions of items 6 and 7 shall not apply to circumstances, when the Board of Directors explicitly delegates to its one or several members the execution of a given transaction."

§15 item 3 section k) shall be added in the following wording:

"3 k) adoption of resolutions regarding purchase or sale of real estate or a stake in such real estate."

§16 item 1 shall read as follows:

"1. The Board of Executives shall be composed of three to eight members, including President of the Board of Executives, one or a number of Vice Presidents of the Board of Executives and members of the Board of Executives in the number that is to be defined by the Board of Directors. The tenure of the Board of Executive member is five years. Members of the Board of Executives shall be appointed for the period of common tenure, a mandate of the Board of Executives member appointed prior to the expiry of a given tenure of the Board of Executives shall expire at the same time as mandates of the remaining members of the Board."

§16 item 4 shall read as follows:

"4. Scope of rights and obligations of the Board of Executives as well as its operational procedures shall be defined in the Board of Executives regulations. Resolutions of the Board of Executives shall be adopted by a simple majority of votes. In the case of equal number of votes "for" and "against", the President of the Board shall have the casting vote."

§20 item 1 point 1 section a) shall read as follows:

"a) Share capital,"

§20 item 2 shall read as follows:

"2. All capital categories and funds established originate from the net profit, unless regulations allow of their creation, increase or replenishment in other way. The additional capital is established from net profit deductions in the amount that is to be decided upon at the General Shareholders' Meeting, albeit not higher than 10% per annum. The additional capital shall also accommodate the surplus between the issue and nominal price of the Bank shares and also supplementary payments effected by the Bank shareholders earmarked for the coverage of balance sheet losses. Deductions for the additional capital may be still carried out even if the amount of the capital has reached a half of the share capital."

§ 21 item 1 section a) shall read as follows:

"1 a) up to 10% of the profit shall be used for the replenishment of the additional capital until the latter reaches a half of the share capital; once the additional capital has reached that level, the said profit amount may be used for further replenishment of the additional capital."

§ 23 shall read as follows:

"Any amendments to the Statute shall become effective upon their registration in the National Court Register."

The General Shareholders' Meeting of Fortis Bank Polska SA authorizes the Board of Directors to draw up the unified versions of the Bank's Statute.

Bank BGŻ BNP Paribas Spółka Akcyjna z siedzibą w Warszawie przy ul. Kasprzaka 10/16, 01-211 Warszawa, zarejestrowany w rejestrze przedsiębiorców Krajowego Rejestru Sądowego przez Sąd Rejonowy dla m. st. Warszawy w Warszawie, XII Wydział Gospodarczy Krajowego Rejestru Sądowego pod nr KRS 0000011571, posiadający NIP 526-10-08-546 oraz kapitał zakładowy w wysokości 84 238 318 zł w całości wpłacony.