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Second notification of planned merger
Raport bieżący nr 20/2019
the Management of Bank Millennium S.A. entered into the Register of Entrepreneurs of the National Court Register maintained by Regional Court for Warsaw, XIII Economic Division of the National Court Register, under the number KRS 0000010186 ("Bank Millennium"), acting pursuant to art. 504 in connection with art. 4021 of the Act of 15 September 2000 Code of Commercial Companies (i.e. Journal of Laws of 2019 item 505 as amended, “Code of Commercial Companies"), further to current report of Bank Millennium No. 17/2019 of 26 July 2019 (concerning convening of Extraordinary General Meeting of Bank Millennium on 27 August 2019 as well as first notification of the planned merger) hereby provides second notification of the intention to merger Bank Millennium (as the acquiring company) with Euro Bank S.A. with its head office in Wrocław (address: ul. św. Mikołaja 72, 50-126 Wrocław), entered into the Register of Entrepreneurs of the National Court Register maintained by Regional Court for Wrocław - Fabryczna, VI Economic Division of the National Court Register under the number KRS 0000025313 (target company).
The Merger Plan of 6 June 2019 was published on 7 June 2019 on the Bank Millennium web site at: https://www.bankmillennium.pl/about-the-bank/investor-relations/current-reports/-/r/26915979. On the grounds of art. 500 § 21 of the Code of Commercial Companies Bank Millennium decided not to announce the Merger Plan pursuant to art. 500 § 2 of the Code of Commercial Companies.
On the website of Bank Millennium S.A. under the bookmark dedicated to the merger https://www.bankmillennium.pl/about-the-bank/investor-relations/merger-of-euro-bank-with-bank-millennium documents are also available, which are mentioned in art. 505 § 1 of the Code of Commercial Companies, i.e.:
- (i) Financial statements and reports of Management Boards on activities of merged companies for the last three accounting years together with auditor reports,
- (ii) Draft resolutions on merger of companies constituting attachment 1 and attachment 2 to the Merger Plan,
- (iii) Draft resolution, on amending the Bank Millennium S.A. Articles of Association, constituting attachment 3 to the Merger Plan,
- (iv) Document specifying the value of Euro Bank assets as on 1 May 2019 constituting attachment 4 to the Merger Plan,
- (v) Representation containing information on the accounting status of Euro Bank, prepared as on 1 May 2019 for purposes of the merger constituting attachment 5 to the Merger Plan,
- (vi) Management Board Reports of the merging companies for purposes of the merger, and
- (vii) Auditor’s opinion from the audit of the Merger Plan.
These documents will be accessible at the aforementioned web site until 27 August 2019. Thus, according to art. 505 § 31 of the Code of Commercial Companies, certified copies of the said documents will not be made available to shareholders in the offices of Bank Millennium.
The Extraordinary General Meeting of Bank Millennium (“General Meeting"), at which it is planned to pass a resolution in the matter of merger of Bank Millennium with Euro Bank S.A. as well as change of the Articles of Association of Bank Millennium S.A. (resolution No. 2), will be held on 27 August 2019 at 10.00 a.m. in the Head Office of Bank Millennium, at ul. Stanisława Żaryna 2A, 02-593 Warszawa.
Draft resolutions together with their rationale, which will be considered by the General Meeting, including a draft of the a/m resolution No. 2, were provided in the current report of Bank Millennium No. 17/2019 of 26 July 2019 and are available on Bank Millennium’s website at: https://www.bankmillennium.pl/about-the-bank/investor-relations/current-reports/-/r/26915981
Legal basis: art. 504 in connection with art. 4021 of the Code of Commercial Companies