Justification of the proposal to reduce share capital and to cancel shares
On 05.10.16, the Extraordinary General Meeting of Shareholders of Banca Comercial Carpatica SA and the Extraordinary General Meeting of Shareholders of the former Patria Bank SA were held to approve the merger project of the two banks. The merger was implemented with effective date 01.05.17.
The two Banks granted, upon request, pursuant to art. 134 of Law no. 31/1990 on Companies, as subsequently amended and supplemented, and in compliance with the limitations imposed by the legislation applicable to credit institutions, the right of withdrawal to the shareholders of the two banks that did not vote in favor of the approval of the merger project, under the conditions and in accordance with the withdrawal procedures that were made available to the shareholders on that occasion and that are available athttps://www.patriabank.ro/d/42andhttps://www.patriabank.ro/d/613.
Taking into account the limitations imposed by the legislation applicable to credit institutions, Patria Bank SA has requested National Bank of Romania to approve the partial repurchase of its own shares in the amount of RON 6,000,000, proportionally from the shareholders who exercised their right of withdrawal in the merger process, as stated in the withdrawal procedures. The National Bank of Romania has communicated the prior approval of the partial repurchase of own shares of Patria Bank in the amount of RON 6,000,000.
According to the timetable published in the Current Report, the payment of the redeemable shares for which all the conditions mentioned in the withdrawal procedures have been fulfilled, was realized on 05.02.2025.
Following the completion of all these formalities, the Central Depository transferred a total of 40,423,818 shares issued by Patria Bank SA from the account of the shareholders who have fulfilled the procedures related to the repurchase to the account of Patria Bank SA, confirming the completion of the transfer on 18.02.2025.
In view of the above, the Board of Directors of Patria Bank SA proposes to cancel 40,423,818 Patria Bank shares held in its own name by Patria Bank SA. As a result of the cancellation of the shares, the Bank's share capital will be reduced by RON 4,042,381.80, from RON 327,881,437.60 to RON 323,839,055.80, by canceling 40,423,818 shares with a nominal value of RON 0.10/share. The share capital reduction will take effect after the fulfillment of all applicable legal and regulatory requirements.
The reduction of the share capital will be implemented after prior approval of the National Bank of Romania and after the expiration of the term of 2 months from the day on which the decision of the General Shareholders' Meeting was published in the Official Gazette of Romania, Part IV-a (if no objections are registered within the mentioned term).