UNOFFICIAL TRANSLATION

 

24.03.2017 - Report 7/2017: ANNOUNCEMENT ON CONVENING THE ORDINARY GENERAL MEETING OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA

 

 

The Management Board of Bank Polska Kasa Opieki Spółka Akcyjna with the seat in Warsaw at Grzybowska Str. 53/57, 00-950 Warsaw, registered in the Entrepreneurs Register held by the District Court for the Capital City of Warsaw, XII Economic Division of the National Court Register, under KRS no. 0000014843, entered into the National Court Register on 2 July 2001 (hereinafter referred to as 'the Bank'), pursuant to Art. 399 § 1 and Art. 402 ¹ Art. 402 ² and Art. 395 § 1 of the Commercial Companies Code  in connection with § 8 sec. 1 and 2 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, convenes the Ordinary General Meeting of the Bank for the fiscal year 2016.

 

The total number of shares of the Bank as at the date of announcement amounts to 262,470,034 and corresponds to 262,470,034 votes.

 

 

I       DATE, HOUR AND VENUE OF THE ORDINARY GENERAL MEETING AND DETAILED AGENDA

 

The Management Board of the Bank convenes the Ordinary General Meeting of the Bank for the fiscal year 2016 for the day of 19^th April 2017 at 11.30 a.m., in Warsaw at Żwirki i Wigury Street 31 in building B of the Lipowy Office Park complex, with the following agenda:

 

1.   Opening of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna.

2.   Election of the Chairman of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna.

3.   Concluding correctness of convening the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna and its capacity to adopt binding resolutions.

4.   Election of the Voting Commission.

5.   Adoption of the agenda of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna.

6.   Consideration of the Management Board's Report on the activities of Bank Pekao S.A. for the year 2016.

7.   Consideration of the Unconsolidated Financial Statements of Bank Pekao S.A. for the year ended on 31 December 2016.

8.   Consideration of the Management Board's Report on the activities of Bank Pekao S.A. Group for the year 2016.

9.   Consideration of the Consolidated Financial Statements of Bank Pekao S.A. Group for the year ended on 31 December 2016.

10. Consideration of the motion of the Management Board of the Bank on distribution of the profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2016.

11. Consideration of the Report of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna on its activity in 2016 and the results of the performed assessment of: the reports on the activities of the Bank Polska Kasa Opieki Spółka Akcyjna and of Bank Polska Kasa Opieki Spółka Akcyjna Group for the year 2016, financial statements of Bank Polska Kasa Opieki Spółka Akcyjna and of Bank Polska Kasa Opieki Spółka Akcyjna Group for the period ended on 31^st December 2016, and of the motion of the Management Board of the Bank on the distribution of the profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2016 and the situation of Bank Polska Kasa Opieki Spółka Akcyjna.

12. Adoption of the resolutions on:

1)   approving the Management Board's Report on the activities of Bank Pekao S.A. for the year 2016,

2)   approving the Unconsolidated Financial Statements of Bank Pekao S.A. for the year ended on 31 December 2016,

3)   approving the Management Board's Report on the activities of Pekao S.A. Group for the year 2016,

4)   approving the Consolidated Financial Statements of Bank Pekao S.A. for the year ended on 31 December 2016,

5)   distribution of net profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2016,

6)   approving the Report of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna on its activity in 2016,

7)   approving the performance of duties by members of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016,

8)   approving the performance of duties by members of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016.

13. Perform assessment of the Remuneration Policy of Bank Polska Kasa Opieki Spółka Akcyjna in the year 2016 based on the Report presented by the Supervisory Board on assessment of the Remuneration Policy of Bank Polska Kasa Opieki Spółka Akcyjna and adoption of the resolution in this matter.

14. Presentation by the Supervisory Board of the Report from the assessment of the application by Bank Polska Kasa Opieki Spółka Akcyjna of the Principles of Corporate Governance for Supervised Institutions in the year 2016.

15. Consideration of the motion and adoption of the resolution on amending the Statute of Bank Polska Kasa Opieki Spółka Akcyjna.

16. Consideration of the motion and adoption of the resolution on establishing the uniform text of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna.

17. Closing of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna.

 

II      DAY OF REGISTRATION OF PARTICIPATION IN THE ORDINARY GENERAL MEETING OF THE BANK AND THE INFORMATION ABOUT THE RIGHT TO PARTICIPATE IN THE ORDINARY GENERAL MEETING OF THE BANK

               

           The day of registration of participation in the Ordinary General Meeting of the Bank falls sixteen days before the date of the Ordinary General Meeting (registration date), i.e. on 3^rd April 2017. Only the persons being Shareholders of the Bank on 3^rd April 2017, i.e. on the date of registration of participation in the Ordinary General Meeting, are entitled to participate in the Ordinary General Meeting of the Bank.

At the request of the party eligible from dematerialized bearer shares of the Bank, presented no earlier than after the Ordinary General Meeting is announced, no later than on the first day after the registration date, i.e. no later than on 4^th April 2017, an entity running the securities account shall issue a registered certificate about the right to participate in the Ordinary General Meeting.

The Management Board of the Bank shall determine a list of Shareholders entitled to participate in the Ordinary General Meeting based on a specification prepared by the National Depository for Securities Joint Stock Company, in accordance with the regulations on trading in financial instruments.

 

III      PROCEDURES CONCERNING PARTICIPATION IN THE ORDINARY GENERAL MEETING OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA AND EXERCISING THE VOTING RIGHTS

 

1.    Information about the Shareholder's right to request to include specific issues in the agenda of the Ordinary General Meeting

 

A Shareholder or Shareholders who represent at least one-twentieth of the share capital of the Bank may request to include the specific issues in the agenda of the Ordinary General Meeting. A request of the Shareholder or the Shareholders should be presented to the Management Board of the Bank no later than twenty one days before the fixed date of the Ordinary General Meeting, i.e. no later than on 29^th March 2017.    

The request should include a justification or a draft of the resolution concerning the proposed point of the agenda.

The request can be made in writing (i.e. it can be delivered personally upon confirmation of receipt, or it can be sent to the Bank upon confirmation of sending and receipt) at the address: Bank Polska Kasa Opieki Spółka Akcyjna, President's Office, Żwirki i Wigury Street 31, 02-091 Warsaw or in the electronic form (e-mail) by sending an e-mail message at e-mail address: wz@pekao.com.pl.

The proof that the above-mentioned request was submitted in due time will be the date of its receipt by the Bank, and in case of request submitted in the electronic form - the date of turning up of the aforementioned request in the electronic mail system of the Bank (the date of its entry into the mail server of the Bank). The above-mentioned request can be submitted with the use of the properly filled in and signed form downloaded from the website of the Bank, whereas in case of use of the electronic form it is required that the form and all the enclosed documents should be sent as attachments in the PDF format.

The Shareholder or the Shareholders requesting to include the specific issues in the agenda have to present, along with the request, the documents confirming their identity and eligibility to demand to include the specific issues in the agenda of the Ordinary General Meeting, in particular:

1)   a certificate of deposit, or a certificate about the right to participate in the Ordinary General Meeting of the Bank, issued by the entity running the securities account, according to the provisions of trading in financial instruments, confirming that its addressee is the Shareholder of the Bank and he/she possesses the proper number of shares on the day of the submission of the request,

2)   in case of a Shareholder being an individual - a copy of the ID card, passport or another document confirming his/her identity,

3)   in case of a Shareholder other than an individual - a copy of an actual extract from the relevant register, and in case the right to represent a Shareholder does not arise from the relevant register - both the document(s) confirming the authorisation to represent the Shareholder and a copy or the original of an actual abstract from the relevant register.

A duty to attach the documents, referred to herein above, concerns both the Shareholders submitting the request in written as well as in the electronic form. The documents shall be attached in the form relevant for the request (a document on paper, or its copy or a scan and conversion into the PDF format). The Bank may take necessary actions with the aim to identify the Shareholder or the Shareholders and verify the validity of sent documents.

The Management Board of the Bank - without delay, however no later than eighteen days before the fixed date of the Ordinary General Meeting, i.e. no later than 1^st April 2017- will announce the changes in the agenda introduced at the request of the Shareholder or the Shareholders. The announcement concerning the new agenda will be published on the Bank's website www.pekao.com.pl and in the manner specified for providing current information, in accordance with the law on the public offering, conditions governing the introduction of financial instruments into organized trading and public companies.

 

2.    Information about the Shareholder's right to present drafts of resolutions concerning the issues included in the agenda of the Ordinary General Meeting or the issues which are to be included in the agenda before the date of the Ordinary General Meeting 

 

The Shareholder or the Shareholders of the Bank representing at least one twentieth of the share capital can, before the date of the Ordinary General Meeting, submit to the Bank in writing (i.e. deliver personally upon confirmation of receipt, or send to the Bank upon confirmation of sending and receipt) at the address of Bank Polska Kasa Opieki Spółka Akcyjna, President's Office, Żwirki i Wigury Street 31, 02-091 Warsaw or with the use of the means of electronic communication by sending an e-mail message at the dedicated e-mail address: wz@pekao.com.pl, the drafts of resolutions concerning the issues introduced into the agenda of the Ordinary General Meeting, or the issues which are to be introduced into the agenda. The aforementioned drafts of resolutions have to be presented to the Bank no later than 24 hours before the date of the Ordinary General Meeting as a result of the necessity to publish them by the Bank on the website. The proof that the above-mentioned drafts were submitted in due time will be the date and the time of their receipt by the Bank, and in case of the drafts submitted in the electronic form - the date and the time of turning up of the aforementioned drafts in the electronic mail system of the Bank (the date of their entry into the mail server of the Bank).

The drafts of resolutions can be submitted by a Shareholder with the use of the properly filled in and signed form downloaded from the Bank's website www.pekao.com.pl, whereas in case the electronic means of communication are used, it is required that the form and all the enclosed documents should be sent as attachments in the PDF format.  

The drafts of resolutions shall be published without delay on the Bank's website www.pekao.com.pl 

A Shareholder or Shareholders submitting the drafts of resolutions should present the documents confirming their identity and eligibility to submit the drafts of resolutions, in particular:

1)   a certificate of deposit, or a certificate about the right to participate in the Ordinary General Meeting of the Bank, issued by the entity running the securities account, according to the regulations on trading in financial instruments, confirming that its addressee is a Shareholder of the Bank and he/she possesses the proper number of shares on the day of the submission of the request,

2)   in case of a Shareholder being an individual - a copy of the ID card, passport or another document confirming his/her the identity,

3)   in case of a Shareholder other than an individual - a copy of the actual extract from the relevant register, and in case the right to represent a Shareholder does not arise from the relevant register - both the document(s) confirming the authorisation to represent the Shareholder and a copy  or the original of an actual abstract from the relevant register.

A duty to attach the documents, referred to above, concerns both the Shareholders submitting the request in written as well as in the electronic form. The documents shall be attached in the form relevant for the request (a document on paper, or its copy or scan and conversion into the PDF format). The Bank may take necessary actions with the aim to identify the Shareholder or the Shareholders and verify the validity of sent documents.

 

3.    Information about the Shareholder's right to present the drafts of resolutions concerning the issues introduced into the agenda during the Ordinary General Meeting

During the Ordinary General Meeting, each Shareholder can present the drafts of resolutions concerning the issues introduced into the agenda.

4.    Information on exercising the voting right by a proxy holder, including in particular the information about the forms used during voting through a proxy, and about the way of notifying the Bank by means of electronic communication, about the appointment of a proxy holder

 

The Shareholders can participate in the Ordinary General Meeting or exercise the voting right personally or through a proxy.

A proxy holder exercises all the rights of the Shareholder at the Ordinary General Meeting, unless the proxy document stipulates otherwise. The proxy holder can grant further proxies if it results from the proxy document. The proxy holder can represent more than one Shareholder and he/she can vote differently from the shares of each Shareholder. A Shareholder of the Bank holding shares registered on more than one securities account may appoint separate proxy holders to exercise the rights from shares registered on each of the accounts. A Shareholder holding shares registered on an omnibus account can authorise separate proxy holders to exercise the rights from the shares registered on this account.

If the proxy holder at the Ordinary General Meeting is a Member of the Management Board, a Member of the Supervisory Board, an employee of the Bank, or a member of governing bodies, or an employee of the Bank's subsidiary company, then a proxy granted to him/her enables such a person to represent the Shareholder only at one Ordinary General Meeting. The proxy holder is obliged to reveal to the Shareholder the circumstances pointing out to the occurrence or the potential occurrence of a conflict of interest. Granting further proxies is in such case excluded.

A proxy to participate in the Ordinary General Meeting and to exercise the voting right has to be granted in writing or in the electronic form. Granting a proxy in the electronic form does not require that a safe electronic signature verifiable by the valid qualified certificate must be affixed to it. A proxy prepared in a foreign language should be translated into Polish by a sworn translator. A proxy not translated into the Polish language by a sworn translator does not produce legal effects.

A Shareholder can notify the Bank about the proxy granted in the electronic form by sending an electronic mail message to the dedicated e-mail address: wz@pekao.com.pl

In the notification about granting a proxy in the electronic form, the Bank's Shareholder shall provide his/her telephone number and e-mail address, as well as the telephone number of the proxy holder and the e-mail address of the proxy holder with the use of which the Bank will be able to communicate with the Shareholder and the proxy holder. In case of doubts, the Bank may take further actions in order to verify the validity of proxy granted in the electronic form and identification of the Shareholder and the proxy holder. The notification about granting a proxy should also include the scope of the proxy, i.e. indicate the number of shares from which the voting rights will be exercised and the date of the General Meeting at which these rights will be exercised. The copies of documents confirming the identity of
the Shareholder (a scan and conversion into the PDF format) should be attached to
the notification, and in particular:

1)   in case of a Shareholder being an individual - a copy of the ID card, passport or another document confirming the identity,

2)   in case of a Shareholder other than an individual - a copy of the actual extract from the relevant register, and in case the right to represent a Shareholder does not arise from the relevant register - both the document(s) confirming the authorisation to represent the Shareholder and a copy or the original of an actual abstract from the relevant register (updated as at the day when the proxy was granted).

The notification about granting a proxy in the electronic form has to be made no later than 24 hours before the date of the Ordinary General Meeting due to the need to perform verification actions. The Bank will take appropriate actions verifying the Shareholder and the proxy holder in order to check the validity of the proxy granted in the electronic form. Such a verification can be made in particular by a return question addressed via e-mail or telephone to the Shareholder or the proxy holder in order to confirm the fact of granting the proxy and its scope.

The Bank, on its website, shall make available to download a specimen form of notification about granting a proxy in the electronic form which can be used by a Shareholder to notify the Bank about granting a proxy in an electronic form. The form, after being duly completed in accordance with the instruction contained therein, should be sent by the Shareholder at the dedicated e-mail address indicated above.

While the attendance list is being made at the Ordinary General Meeting, a proxy holder who has been granted the proxy in the electronic form, is obliged to present a document confirming the fact that the proxy was granted in the electronic form and allowing to identify the Shareholder who made such a declaration, and a document allowing to identify the proxy holder.

The standard of the form allowing to exercise a voting right by the proxy holder containing data defined in Art. 402³ of the Commercial Companies Code, entitled 'The Form for Exercising the Voting Right by the Proxy Holder at the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna with the seat in Warsaw' has been published on the website of the Bank at the address www.pekao.com.pl. If the proxy holder votes with the use of the form, then he/she must deliver the form to the Chairman of the Ordinary General Meeting no later than before the end of voting concerning the resolution which, in accordance with the Shareholder's instruction, is to be voted with its use.

The representatives of legal persons should possess the up-to-date, i.e. from the last 3 months, original or a copy, certified by a notary public, of the extract from the relevant register, and if their right to represent the legal person does not result from the register, they should have a proxy in writing (in the original or a copy certified by a notary public) as well as the original or a copy of the extract from the relevant register, certified by a notary public, updated as at the date when the proxy was granted.

 

5.    Information about the possibility and method of participation in the Ordinary General Meeting by means of electronic communication

                                                                     
Considering the fact that the Shareholding of the Bank is characterized by a large number of shareholders, geographical and linguistic diversity, which means that for the Bank to meet the requirements necessary to identify the shareholders correctly and to ensure  the appropriate level of security of  electronic communication it would be necessary to provide on the Bank's side highly advanced technical solutions which currently the Bank is not in possession of, in accordance with Art. 406⁵ § 2 of the Commercial Companies Code and § 8a sec. 2 of the Statute of the Bank, the Management Board of the Bank  resolved not to allow participation with the use of electronic communication means in the Ordinary General Meeting of the Bank for the year 2016.

 

6.    Information about the method and form of communication during the meeting of the Ordinary General Meeting of Shareholders by means of electronic communication 

 

Taking into account the decision of the Management Board of the Bank, referred to the point 5, there is no need to determine the method and form of communication during the Ordinary General Meeting with the use of electronic communication means.

 

7.    Information about the method of exercising voting right by correspondence as well as the way of executing the rights to vote and raising the objections to the resolutions by means of electronic communication

Taking into account the decision of the Management Board of the Bank, referred to in point 5, there is no need to determine the method of exercising voting rights and raising objections to the resolutions by means of electronic communication.

Rules of the Procedure of the General Meetings of the Bank do not provide for a possibility to exercise the voting right by correspondence.

 

 IV     POSSIBILITY TO OBTAIN INFORMATION CONCERNING THE GENERAL MEETING

 

The full documentation which is to be presented to the Ordinary General Meeting, together with the drafts of resolutions and information concerning the Ordinary General Meeting will be published on the website of the Bank at the address www.pekao.com.pl as of the date when the Ordinary General Meeting is convened.

A Shareholder entitled to participate in the Ordinary General Meeting may obtain in
a paper form the full text of documentation which is to be presented to the Ordinary General Meeting, as well as the drafts of resolutions or comments of the Management Board or the Supervisory Board at the Bank's Head Office, in Warsaw at Żwirki i Wigury 31 Street, building B between 10.00 a.m. - 3.00 p.m. on working days.

 

V    THE SHAREHOLDER'S ELECTRONIC COMMUNICATION WITH THE BANK

 

Taking into account the restrictions provided for in the Commercial Companies Code, the Shareholders of the Bank may contact the Bank by means of electronic communication. In particular, the Shareholders of the Bank can present motions, requests as well as send notifications and documents. The Shareholders can communicate with the Bank via electronic mail with the use of a specifically dedicated e-mail address: wz@pekao.com.pl 

The Shareholder using the means of electronic communication bears the sole risk associated with the use of such means.  

The Bank is responsible for the safety, confidentiality and processing in accordance with applicable laws of information included in documents sent electronically since the moment the documents are put in the electronic mail system of the Bank (delivery to the email server of the Bank).

If the Shareholder sends to the Bank via electronic mail the documents the originals of which were prepared in the language other than the Polish language, then the Shareholder is obliged to attach the translation into the Polish language of those documents made by a sworn translator. Any documents sent by the Shareholder to the Bank, and by the Bank to the Shareholder via electronic mail should be scanned and converted into the PDF format.

 

VI     LIST OF SHAREHOLDERS

 

The list of Shareholders entitled to participate in the Ordinary General Meeting will be made public in the seat of the Bank at the address Warsaw, Żwirki i Wigury Street 31, building B as of 13^th April 2017. 

A Shareholder of the Company may request to be sent the list of Shareholders entitled to participate in the Ordinary General Meeting free of charge by electronic mail, providing his/her e-mail address at which the list should be sent.

Pursuant to Art. 407 § 2 of the Commercial Companies Code, the Shareholder of the Bank has the right to request the copies of motions concerning the issues covered by the agenda within one week before the Ordinary General Meeting, i.e. from 12^th April 2017.

 

VII        THE ADDRESS OF THE WEBSITE ON WHICH THE INFORMATION CONCERNING THE ORDINARY GENERAL MEETING WILL BE MADE AVAILABLE

 

All the information and forms concerning the Ordinary General Meeting shall be made available on the following website of the Bank www.pekao.com.pl

 

VIII       OTHER INFORMATION

 

Pursuant to Art. 402 § 2 of the Code of Commercial Companies, in connection with the proposed amendments to the Bank Statute, the Management Board is informing about the content of provisions of the Bank's Statute planned to add and delete.

The amendments to the Bank Statute, proposed by the Bank Management Board, consist of:

1.   adding in § 6 section 1 of the Bank's Statute after point 35) new point 36) in following wording:

"36) Providing trust services and issuing electronic means of identification as defined in the regulations on trust services.";

2.   adding in § 18 of the Bank's Statute after point 23) new point 24) in following wording:

"24) Approval of the recovery plan of the Bank or the recovery plan of the Bank's Capital Group prepared under the provisions of the Banking Act.";

3.   deletion in § 22 of the Bank's Statute the following sections 6:

"6. The Management Board of the Bank, operating through the statutory bodies of the subsidiaries of the Bank, co-ordinates and affects their activities aimed at ensuring the stability of the group."

 

For the effective course of the debates, the Management Board of the Bank requests the participants to arrive 45 minutes before the planned commencement of the Ordinary General Meeting.  

 

The draft resolutions are attached to this announcement. 
 

 

 

 

 

DRAFT RESOLUTIONS OF THE ORDINARY GENERAL MEETING

of Bank Polska Kasa Opieki Spółka Akcyjna on 19th April 2017

The Management Board of the Bank is presenting the drafts of resolutions and the attachments to those drafts, being important to the resolutions adopted, which are to be the subject of debates of the Ordinary General Meeting and which have not been previously communicated to the public in accordance with Art. 56 sec. 1 p. 1 of the Act on Public Offering.

Refers to the agenda item 2

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on election of the Chairman of the Ordinary General Meeting

of Bank Polska Kasa Opieki Spółka Akcyjna

Acting in accordance with art. 409 § 1 of the Commercial Companies Code and § 6 section 1 of the Rules of Procedure of General Meetings of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting elects ............................................................................... as the Chairman of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna.

Election of the Chairman shall take place during the General Meeting, in accordance with Art. 409 § 1 of the Commercial Companies Code and § 6 section 1 of the Rules of Procedure of General Meetings of Bank Polska Kasa Opieki Spółka Akcyjna.

Refers to the agenda item 4

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on election of the Voting Commission

Acting in accordance with § 8 sections 1-3 of the Rules of Procedure of General Meetings of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting appoints the following members of the Voting Commission: .............................................................................

Election of the Voting Commission shall take place during the General Meeting, in accordance with § 8 sections 1-3 of the Rules of Procedure of General Meetings of Bank Polska Kasa Opieki Spółka Akcyjna.

Refers to the agenda item 5

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on adoption of the agenda of the Ordinary General Meeting

of Bank Polska Kasa Opieki Spółka Akcyjna

The Ordinary General Meeting adopts the agenda in the wording presented by the Management Board of the Bank in the announcement of convening the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna, in accordance with Art. 4021 of the Commercial Companies Code.

Refers to the agenda item 12 1)

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the Report of the Management Board of the Bank

on the activities of Bank Pekao S.A. for the year 2016

Acting in accordance with Art. 393 p.1 and Art. 395 § 2 p.1 of the Commercial Companies Code and § 13 p.1 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

The Report of the Management Board of the Bank on the activities of Bank Pekao S.A. for the year 2016 is hereby approved.

§ 2.

The Resolution is enacted upon its adoption.

Refers to the agenda item 12 2)

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the Unconsolidated Financial Statements

of Bank Pekao S.A. for the year ended on 31 December 2016

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 1 of the Commercial Companies Code and § 13 p. 1 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

The Unconsolidated Financial Statements of Bank Pekao S.A. for the year ended on 31 December 2016 are hereby approved, with the following figures:

a) the statement of financial position as at 31 December 2016 with total assets and total liabilities of 170,988,852,551.84 PLN (say: one hundred seventy billion nine hundred eighty eight million eight hundred fifty two thousand five hundred fifty one 84/100 PLN),

b) the statement of comprehensive income for the financial year ended as at 31 December 2016 with a total comprehensive income of 1,771,642,479.31 PLN (say: one billion seven hundred seventy one million six hundred forty two thousand four hundred seventy nine 31/100 PLN),

c) the income statement for the financial year ended as at 31 December 2016 with a net profit of 2,278,374,734.13 PLN (say: two billion two hundred seventy eight million three hundred seventy four thousand seven hundred thirty four 13/100 PLN),

d) the statement of changes in equity for the financial year ended as at 31 December 2016 with a decrease in equity of 511,846 thousand PLN (say: five hundred eleven million eight hundred forty six thousand PLN),

e) the statement of cash flow for the financial year ended as at 31 December 2016 with a decrease in net cash amounting to 5,818,411 thousand PLN (say: five billion eight hundred eighteen million four hundred eleven thousand PLN),

f) explanatory information containing descriptions of significant accounting policies and other information.

§ 2.

The Resolution is enacted upon its adoption.

Refers to the agenda item 12 3)

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the Report of the Management Board of the Bank

on the activities of Bank Pekao S.A. Group for the year 2016

Acting in accordance with Art. 395 § 5 of the Commercial Companies Code and § 13 p. 5 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

The Report of the Management Board of the Bank on the activities of Bank Pekao S.A. Group for the year 2016 is hereby approved.

§ 2.

The Resolution is enacted upon its adoption.

Refers to the agenda item 12 4)

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the Consolidated Financial Statements

of Bank Pekao S.A. Group for the year ended on 31 December 2016

Acting in accordance with Art. 395 § 5 of the Commercial Companies Code and § 13 p. 5 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

The Consolidated Financial Statements of Bank Pekao S.A. Group for the year ended on 31 December 2016 is hereby approved, with the following figures:

a) the consolidated statement of financial position as at 31 December 2016 with total assets and total liabilities of 174,214,944,480.57 PLN (say: one hundred seventy four billion two hundred fourteen million nine hundred forty four thousand four hundred eighty 57/100 PLN),

b) the consolidated statement of comprehensive income for the financial year ended as at 31 December 2016 with the total comprehensive income of 1,772,773,255.98 PLN (say: one billion seven hundred seventy two million seven hundred seventy three thousand two hundred fifty five 98/100 PLN),

c) the consolidated income statement for the financial year ended as at 31 December 2016 with the net profit of 2,279,764,189.48 PLN (say: two billion two hundred seventy nine million seven hundred sixty four thousand one hundred eighty nine 48/100 PLN),

d) the consolidated statement of changes in equity for the financial year ended as at 31 December 2016 with a decrease in equity of 512,250 thousand PLN (say: five hundred twelve million two hundred fifty thousand PLN),

e) the consolidated statement of cash flow for the financial year ended as at 31 December 2016 with a decrease in net cash amounting to 5,847,305 thousand PLN (say: five billion eight hundred forty seven million three hundred five thousand PLN),

f) explanatory information containing the description of significant accounting policies and other information.

§ 2.

The Resolution is enacted upon its adoption.

Refers to item 12 5) of the agenda

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on the distribution of net profit of Bank Polska Kasa Opieki Spółka Akcyjna

for the year 2016

Acting in accordance with Art. 395 § 2 p. 2 and Art. 348 § 4 of the Commercial Companies Code and § 13 points 2 and 6 and § 33 section 1 points 2 and 4 of the Statute of Bank Polska Kasa Opieki S.A, the Ordinary General Meeting resolves as follows:

§ 1

The net profit of Bank Polska Kasa Opieki Spółka Akcyjna for 2016 in the amount of 2,278,374,734.13 PLN (say: two billion two hundred seventy eight million three hundred seventy four thousand seven hundred thirty four 13/100 PLN) is divided in such way that:

1) 99.99% of net profit of the Bank i.e. the amount 2,278,239,895.12 (say: two billion two hundred seventy eight million two hundred thirty nine thousand eight hundred ninety five PLN 12/100) is allocated to dividend,

2) 134,839.01 PLN (say: one hundred thirty four thousand eight hundred thirty nine PLN 01/100) is allocated to funds for general banking risk.

§ 2

The dividend per share amounts to 8.68 PLN (say eight 68/100 PLN).

§ 3

The date of determining the right to dividend is set on 7th June 2017.

§ 4

The date of paying out the dividend is set on 27th June 2017.

§ 5

The Resolution is enacted upon its adoption.

Justification for the resolution of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on the distribution of net profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2016

Presenting the motion regarding the distribution of the profit of the Bank Pekao S.A. for the year 2016, the Management Board has taken into account the strong capital position, which provides the Bank with a privileged position allowing to face even unpredictable volatility of the macroeconomic scenario and realize planned growth.

According to the motion of the Management Board of the Bank the payment of dividend will amount to 8.68 PLN per share, which would translate to 99.99% of dividend payout rate of the net profit of the Bank for 2016.

The Supervisory Board has given its positive opinion on the motion of the Management Board of the Bank concerning the distribution of the profit and recommended to the Ordinary General Meeting to adopt a resolution in this matter.

Refers to the agenda item 12 6)

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the Report on the activity of

the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in the year 2016

Acting in accordance with Art. 395 § 5 of the Commercial Companies Code and § 13 p. 3 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

The Report of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna on its activity in 2016 and the results of the performed assessment of: the reports on the activity of Bank Polska Kasa Opieki Spółka Akcyjna and of Bank Polska Kasa Opieki Spółka Akcyjna Group for the year 2016, financial statements of Bank Polska Kasa Opieki Spółka Akcyjna and of Bank Polska Kasa Opieki Spółka Akcyjna Group for the period ended on 31 December 2016, and of the motion of the Management Board of the Bank on the distribution of the profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2016 and of the situation of Bank Polska Kasa Opieki Spółka Akcyjna is hereby approved.

§ 2.

The Resolution is enacted upon its adoption.

Enclosures:

Report of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna on its activity in 2016 and the results of the performed assessment of: the reports on the activity of Bank Polska Kasa Opieki Spółka Akcyjna and of Bank Polska Kasa Opieki Spółka Akcyjna Group for the year 2016, financial statements of Bank Polska Kasa Opieki Spółka Akcyjna and of Bank Polska Kasa Opieki Spółka Akcyjna Group for the period ended on 31 December 2016, and of the motion of the Management Board of the Bank on the distribution of the profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2016 and of the situation of Bank Polska Kasa Opieki Spółka Akcyjna.

Justification of the resolution of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on approving the report on the activity of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in the year 2016

Report on the activity of the Supervisory Board of Bank Polska Kasa Opieki Spólka Akcyjna in 2016 and the results of the performed assessment of: the reports on the activities of Bank Polska Kasa Opieki Spółka Akcyjna and of Bank Polska Kasa Opieki Spółka Akcyjna Group for the year 2016, financial statements of Bank Polska Kasa Opieki Spółka Akcyjna and of Bank Polska Kasa Opieki Spółka Akcyjna Group for the period ended on 31st December 2016, and of the motion of the Management Board of the Bank on the distribution of the profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2016 and of the situation of Bank Polska Kasa Opieki Spółka Akcyjna (“The Report”) is being considered and approved by the Ordinary General Meeting, in accordance to § 13 point 3 of the Bank’s Statute. The Report was prepared including rules II.Z.10.1., II.Z.10.2 and II.Z.10.4 of “Code of Best Practice for WSE Listed Companies 2016” i.e. among others it contains the assessment of the situation of the Bank including the assessment of internal control systems, risk management, compliance and internal audit functions, as well as rationality of the Bank’s policy in terms of sponsorship and charitable activities.

Refers to the agenda item 12 7)

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the performance of duties

by a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Jerzy Woźnicki - Chairman of the Supervisory Board from 1st January to 16th June 2016 and from 22nd July to 31st December 2016 and Member of the Supervisory Board from 17th June to 21st July 2016, hereby receives a vote of approval for the performance of his duties.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the performance of duties

by a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Leszek Pawłowicz - Deputy Chairman of the Supervisory Board from 1st January to 16th June 2016 and from 22nd July to 31st December 2016 and Member of the Supervisory Board from form 17th June to 21st July 2016, hereby receives a vote of approval for the performance of his duties.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the performance of duties

by a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Dariusz Filar - Member of the Supervisory Board from 1st January to 31st December 2016, hereby receives a vote of approval for the performance of his duties.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the performance of duties

by a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Ms. Katarzyna Majchrzak - Member of the Supervisory Board from 1st January to 31st December 2016, hereby receives a vote of approval for the performance of his duties.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the performance of duties

by a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Ms. Laura Penna - Member of the Supervisory Board from 1st January to 31st December 2016, hereby receives a vote of approval for the performance of her duties.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the performance of duties

by a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Ms. Wioletta Rosołowska - Member of the Supervisory Board from 1st January to 31st December 2016, hereby receives a vote of approval for the performance of her duties.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the performance of duties

by a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Ms. Doris Tomanek - Member of the Supervisory Board from 1st January to 31st December 2016, hereby receives a vote of approval for the performance of her duties.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the performance of duties

by a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Roberto Nicastro - Deputy Chairman of the Supervisory Board from 1st January to 16th June 2016, hereby receives a vote of approval for the performance of his duties.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the performance of duties

by a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Alessandro Decio - Secretary of the Supervisory Board from 1st January to 16th June 2016, hereby receives a vote of approval for the performance of his duties.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the performance of duties

by a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr Massimiliano Fossati - Member of the Supervisory Board from 17th June to 21st July 2016 and Secretary of the Supervisory Board from 22nd July to 31st December 2016, hereby receives a vote of approval for the performance of her duties.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the performance of duties

by a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Gianni Papa - Member of the Supervisory Board from 17th June to 21st July 2016 and Deputy Chairman of the Supervisory Board from 22nd July to 31st December 2016, hereby receives a vote of approval for the performance of his duties.

§ 2.

The Resolution is enacted upon its adoption.

Refers to the agenda item 12 8)

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the performance of duties

by a member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Acting in accordance with Art. 393 p.1 and Art. 395 § 2 p.3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Luigi Lovaglio - President of the Management Board of the Bank from 1st January to 31st December 2016, hereby receives a vote of approval for the performance of his duties.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the performance of duties

by a member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Acting in accordance with Art. 393 p.1 and Art. 395 § 2 p.3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Diego Biondo - Vice President of the Management Board of the Bank from 1st January to 31st December 2016, hereby receives a vote of approval for the performance of his duties.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the performance of duties

by a member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Acting in accordance with Art. 393 p.1 and Art. 395 § 2 p.3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Andrzej Kopyrski - Vice President of the Management Board of the Bank from 1st January to 31st December 2016, hereby receives a vote of approval for the performance of his duties.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the performance of duties

by a member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Acting in accordance with Art. 393 p.1 and Art. 395 § 2 p.3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Adam Niewiński - Vice President of the Management Board of the Bank from 1st January to 31st December 2016, hereby receives a vote of approval for the performance of his duties.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the performance of duties

by a member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Acting in accordance with Art. 393 p.1 and Art. 395 § 2 p.3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Grzegorz Piwowar - Vice President of the Management Board of the Bank from 1st January to 31st December 2016, hereby receives a vote of approval for the performance of his duties.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the performance of duties

by a member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Acting in accordance with Art. 393 p.1 and Art. 395 § 2 p.3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Stefano Santini - Vice President of the Management Board of the Bank from 1st January to 31st December 2016, hereby receives a vote of approval for the performance of his duties.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on approving the performance of duties

by a member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Acting in accordance with Art. 393 p.1 and Art. 395 § 2 p.3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Marian Ważyński - Vice President of the Management Board of the Bank from 1st January to 31st December 2016, hereby receives a vote of approval for the performance of his duties.

§ 2.

The Resolution is enacted upon its adoption.

Refers to the agenda item 13

Resolution No.

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on assessment of the Remuneration Policy of Bank Polska Kasa Opieki Spółka Akcyjna

in 2016

Acting in accordance with § 28 item 4 Principles of Corporate Governance for Supervised Institutions in connection with § 13 p. 18 of the Bank’s Statute, the Ordinary General Meeting resolves as follows:

§ 1

After reviewing the Supervisory Board’s Report on the assessment of the functioning of the Remuneration Policy, it is assessed that the functioning of the Bank's Remuneration Policy contributed to the development and security of the Bank's operations.

§ 2

The Resolution is enacted upon its adoption.

Justification of the resolution of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on assessment of the Remuneration Policy of Bank Polska Kasa Opieki Spółka Akcyjna in 2016

Pursuant to § 18 point 19 of the Bank’s Statute, in connection with § 28 item 3 of Principles of Corporate Governance for Supervised Institutions issued by the Financial Supervision Authority, the supervisory body shall prepare and submit to the decision making body an yearly report on assessment of the remuneration policy functioning in the supervised institution. With regards to the above, the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna conducted an assessment of the Remuneration Policy functioning in Bank Polska Kasa Opieki Spółka Akcyjna in the year 2016 and the results of this assessment have been presented in the Report on the assessment of the Remuneration Policy of Bank Polska Kasa Opieki Spółka Akcyjna in 2016.

Pursuant to § 28 item 4 § 28 item 4 of Principles of Corporate Governance for Supervised Institutions, the Ordinary General Meeting of Bank Pekao SA, shall assess whether the established Remuneration Policy Bank Polska Kasa Opieki Spółka Akcyjna contributes to the

development and security of the operations of the Bank.

The Bank realized in 2016 Remuneration Policy contributed to development and security of the Bank's operations, through the implementation of the provisions and objectives based on ensuring the long-term growth in shareholder value and stability of the company's functioning.

Refers to the agenda item 15

Resolution No.

of Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on amending the Statute of Bank Polska Kasa Opieki Spółka Akcyjna

Acing under art. 430 § 1 of the Code of Commercial Companies and § 13 item 8 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of the Bank resolves the following:

§ 1

The following amendments shall be made to the Bank Statute:

1) in Par. 6 of the Bank’s Statute in section 1 item 35) the full stop shall be replaced by a comma, and after item 35) the following item 36) shall be added:

„36) Providing trust services and issuing electronic means of identification as defined in the regulations on trust services.”;

2) in Par. 18 of the Bank’s Statute in item 23) the full stop shall be replaced by a comma and after item 23) the following item 24) shall be added:

„24) Approval of the recovery plan of the Bank or the recovery plan of the Bank’s Capital Group prepared under the provisions of the Banking Act.”;

3) in Par. 22 of the Bank’s Statute following section 6 shall be deleted:

“6. The Management Board of the Bank, operating through the statutory bodies of the subsidiaries of the Bank, co-ordinates and affects their activities aimed at ensuring the stability of the group.”.

§ 2

The resolution shall become into force on the date of its adoption, with the provision that amendments to the Statute shall become effective upon the moment of their registration in the Register of Business Entities of the National Court Register (KRS).

Justification for the resolution of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on amending the Statute of Bank Polska Kasa Opieki Spółka Akcyjna

The proposed amendments in Bank’s Statute mentioned aim to adjustment the provisions of the Bank’s Statute to the legal regulations and guidelines of the Financial Supervision Authority arising from the KNF letter ref. no. DLB-DLB_WL1/700/18/2/2016/MG received by the Bank on 30 March 2016.

Inclusion to activities of the Bank of provision allowing to “the provision of trust services and issuing of electronic means of identification” (§ 6 sec. 1 item 36 of the Bank Statute) is justified by the planned for the second half of 2017 providing such services. The Bank is carrying out advanced work on the implementation of a model to provide the abovementioned services by common banks via the National Clearing House (KIR).

Trust services and issuing of electronic means of identification will be carried by the Bank based on Regulation (EU) No. 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and the Act of 5 Sep. 2016 on trust services and electronic identification. The possibility for banks to provide such services has been stipulated in art. 6 section 1 item 6a) of the Banking Act.

Adding to the scope of competences of the Supervisory Board of provision, according to which the Supervisory Board approves a recovery plan or a group recovery plan prepared based on Banking Law (§ 18 item 24of the Bank’s Statute) is justified by the contend of article 141q section 2 of Banking law.

Deletion of section 6 from § 22 of the Bank’s Statute is the realization by the Bank of KNF guidelines contained in the letter ref. no. DLB-DLB_WL1/700/18/2/2016/MG received by the Bank on 30 March 2016.

Refers to the agenda item 16

Resolution No.

of Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

on establishing the uniform text of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna

Acting under art. 430 § 1 of the Code of Commercial Companies and § 13 Item 8 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the General Meeting of the Bank hereby resolves the following:

§ 1

The uniform text of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, including amendments adopted under Resolution No. ___________ of the General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on amending the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, is hereby established.

§ 2

The uniform text of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, specified in § 1, has been included in an appendix hereto.

§ 3

This Resolution shall come into force on the day of registration the amendments of the Statute of the Bank adopted by the Resolution No _____ of General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on amending the Statute of Bank Polska Kasa Opieki Spółka Akcyjna in the register of entrepreneurs of the National Court Register (KRS).

Enclosures:

The uniform text of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna

Justification for the resolution of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on establishing the uniform text of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna

Pursuant to § 13 point 8 of the Bank’s Statute the Ordinary General Meeting establishes the uniform text of the Bank’s Statute.

Legal grounds:

Art.4021 §1 of the Commercial Companies Code (i.e. Journal of Laws of 2013, item 1030 as amended) and § 38 sec. 1 p.1 and 3 of the Ordinance of the Minister of Finance of 19th February 2009 on current and periodic information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent (i.e. Journal of Laws of 2014, item 133)

 

 

 

 

Attachment to the draft Resolution of the Ordinary General Meeting of Bank Polska

Kasa Opieki Spółka Akcyjna on establishing the uniform text of the Statute of Bank

Polska Kasa Opieki Spółka Akcyjna

The draft uniform text of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna

THE STATUTE OF

BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA

I.GENERAL PROVISIONS

§ 1

1. Bank Polska Kasa Opieki Spółka Akcyjna, established in 1929, is a bank organised in the form of a joint stock company, operating pursuant to the binding legal regulations, and in particular according to the Banking Law, regulations of the Code of Commercial Companies and provisions of this Statute.

2. Bank Polska Kasa Opieki S.A. is a member of the UniCredit Banking Group. UniCredit S.p.A. has the right, in accordance with the Polish law, through the statutory authorities of the Bank, to affect activities of the Bank aimed at ensuring the stability of the Group.

§ 2

1. The name of the company shall be: "Bank Polska Kasa Opieki Spółka Akcyjna".

2. The Bank shall use the abbreviated name: "Bank Pekao S.A."

§ 3

The Bank shall have its registered seat in the capital city of Warsaw.

§ 4

1. The Bank shall operate within the territory of the Republic of Poland and abroad.

2. The Bank may own, establish and liquidate branches and other organizational units in the country and abroad.

§ 5

The Bank's organizational structure shall comprise:

1) the Head Office of the Bank,

2) operational units at the Head Office of the Bank,

3) Regions,

4) Branches,

5) Other organizational units.

II. ACTIVITIES OF THE BANK

§ 6

1. The scope of the activities shall comprise the conducting of the following activities in Poland and abroad:

1) Accepting cash as demand deposits or term deposits and keeping deposit accounts,

2) Keeping other bank accounts,

3) Granting credits and loans,

4) Performing financial settlements in all forms accepted in domestic and international bank relations,

5) Performing banking operations regarding bills of exchange and cheques,

6) Accepting and making deposits in domestic and foreign banks,

7) Giving and confirming sureties and bank guarantees and opening and confirming letters of credit,

8) Conducting purchase and sale of foreign exchange values,

9) Servicing state loans and managing funds on order,

10) Issuing banking securities, trading in such securities and keeping securities accounts,

11) Performing ordered activities related with the issue of securities,

12) Safe-keeping of objects, documents and securities, and making available safe deposit boxes,

13) Organizing and participating in bank syndicates,

14) Trading and agency in financial debts,

15) Performing term financial operations,

16) Providing trustee services,

17) Providing payment services:

a) within the scope of issuing payment instruments and performing operations with the use of such instruments,

b) as paying agent

and performing activities connected with these services,

18) Keeping housing savings,

19) Providing consulting and advisory services in financial matters,

20) Acquiring or purchasing shares and rights arising from shares of stock of another legal entity other than a bank, or investment in investment funds,

21) Taking up obligations relating to issuance of securities,

22) Trading in securities,

23) Carrying out conversion of debt into the debtor's property components, on terms and conditions agreed with the debtor,

24) Purchasing and selling real estate,

25) Organizing and rendering financial services in leasing and factoring,

26) Performing activities in insurance brokerage,

27) Rendering services in transportation of valuables,

28) Safe-keeping and registering financial instruments,

29) Performance of the function of a depository pursuant to provisions of the act on organization and operation of pension funds and the act on investment funds,

30) Acting as an intermediary in carrying out money transfers and settlements in foreign exchange payments,

31) Conducting vindication activity by order of banks,

32) Conducting brokerage activity,

33) Performing upon demand of other banks and credit institutions specified activities belonging to their scope of activity,

34) Acting as an agent for investment company,

35) Performing the following activities not classified as brokerage activity:

a) acceptance and transfer of orders to acquire or dispose of financial instruments,

b) execution of the orders referred to in point a, for the account of the customer,

c) acquisition or disposal for the own account of financial instruments,

d) offering of financial instruments,

e) investment advice,

f) provision of services under standby underwriting agreements and firm commitment underwriting agreements or execution and performance of other similar agreements on financial instruments,

with a reservation that the activities specified in letters a)-e) can only involve securities issued by the State Treasury or the National Bank of Poland or other financial instruments and bonds precluded from the organized trading system, specified in Art. 39p sec. 1 of the Act of 27th October 1994 on paid motorways and the National Road Fund, while with regard to activities specified in letter c), also tradable bonds, letters of lien, or other sellable securities incorporating material rights equivalent to rights arising from the taken debt, other than specified above or derivatives whose base instruments are bonds, letters of lien, other sellable securities incorporating material rights equivalent to rights arising from taken debt, interest rate or currency.

36) Providing trust services and issuing electronic means of identification as defined in the regulations on trust services.

2. Bank may perform activities reserved for banks in accordance with the Act of 11 February 2016 on State aid in the upbringing of children.

III. BODIES OF THE BANK

§ 7

The Bodies of the Bank are:

1) General Meeting,

2) Supervisory Board,

3) Management Board of the Bank.

The General Meeting

§ 8

1. The General Meeting shall be convened by way of publishing an announcement on the Bank's internet site and in a manner determined for providing current information in accordance with the regulations on the public offer and terms of introducing financial instruments into the organised trading system and on public companies.

2. The Ordinary General Meeting shall be convened by the Bank Management Board.

3. The Ordinary General Meeting should be held in June at latest. Should the General Meeting be not convened by the Management Board within the time limit set out in this Statute, the Supervisory Board shall have the right to convene the Meeting.

4. The Extraordinary General Meeting shall be convened, if required, by the Management Board of the Bank on its own initiative or on the motion of the Supervisory Board or on demand of the shareholders representing at least 1/20 of the statutory capital. These shareholders may also require introducing specific matters in the agenda of this General Meeting.

5. Should the Management Board not satisfy the requirements of the shareholders within two weeks from the date the requirement was submitted, the shareholders shall have the right to convene the Extraordinary General Meeting pursuant to the authorisation of the court.

6. The Extraordinary General Meeting convened upon the request of the shareholders representing at least 1/20 of the statutory capital shall pass the resolution deciding on whether the costs of convening and holding the General Meeting shall be borne by the Bank.

7. The Extraordinary General Meeting may also be convened by the Supervisory Board once the Supervisory Board finds such Meeting justified or by shareholders representing at least half of the statutory capital or at least half of the votes within the Bank.

8. The shareholder or shareholders representing at least 1/20 of the statutory capital may require introducing specific matters in the agenda of next General Meeting.

The requests for convening the General Meeting and for including specific matters in the agenda of the General Meeting should contain relevant justifications or the draft of a resolution concerning the proposed item of the agenda of the Meeting and shall be submitted to the Bank Management Board no later than 21 days prior to the scheduled date of the General Meeting.

9. The Management Board shall be obligated to announce instantly, but no later than 18 days prior to the scheduled date of the General Meeting, the changes to the meeting agenda introduced upon the shareholders' request. This announcement shall be made in a way appropriate to the convening of the General Meeting.

10. The shareholder or shareholders representing at least 1/20 of the statutory capital may, prior to the date of the General Meeting, submit to the Bank, in writing or by electronic means, drafts of resolutions concerning matters included in the agenda of the General Meeting or matters which are to be included in the agenda. Bank shall instantly publish the drafts of the resolutions on the Bank's internet site.

11. Each shareholder may, during the general meeting, submit drafts of resolutions concerning the matters included in the agenda.

§ 8a

1. The participation in the General Meeting with the use of electronic communication means is allowed, provided that the Management Board of the Bank adopts such decision. The Management Board shall take a decision referred to in the preceding sentence in case of fulfilling by the Bank the technical conditions necessary to participate in the General Meeting with the use of electronic communication means which includes in particular:

1) broadcasting the deliberations of the General Meeting in real time,

2) two-way communication in real time whereby the shareholders may make their views known during the deliberations of the General Meeting while being present in a place other than the venue of the General Meeting,

3) exercising the voting right, personally or by proxy, prior to or during the General Meeting.

2. In each case of convening the General Meeting, the Management Board of the Bank defines whether the participation in the General Meeting with the use of electronic communication means is possible and what are the requirements and limitations necessary to identify of shareholders and to ensure the safety of electronic communication.

3. Detailed conditions of participation in the General Meeting with the use of electronic communication means are specified in regulation adopted by the General Meeting and notice of calling the General Meeting.

§ 9

All matters to be submitted to the General Meeting shall be first submitted to the Supervisory Board for consideration.

§ 10

1. Shareholders may participate in the General Meeting in person or through their attorneys. A power of attorney to attend and vote at the General Meeting shall be made in writing or in the electronic format and attached to the Minutes of the General Meeting under the pain of invalidity.

2. The General Meeting shall be entitled to adopt resolutions if at least 50% of the shares plus one share are represented, subject to the mandatory provisions of law.

3. In the case the resolution has not been adopted for the lack of the quorum required by the Statute of the Bank, during the next General Meeting, with the same agenda as the General Meeting, which did not adopt a resolution for the lack of the quorum, the presence of the shareholders representing at least 20% of the shares is required for an adoption of the resolution.

4. The General Meeting referred to in Section 3 should be held on the date falling - not later than within eight weeks after the General Meeting which has not adopted the resolutions for the lack of quorum.

5. Resolutions of the General Meeting shall be adopted by an absolute majority of votes, subject to the provisions of the Code of Commercial Companies and the Statute of the Bank.

6. The removal from the agenda or abandoning the reconsideration of an issue placed in the Agenda upon a motion from shareholders requires the General Meeting to adopt a resolution by 3/4 majority of votes, upon prior consent of all present shareholders who submitted such motion.

§ 11

1. Each share of the Bank shall give right to one vote.

2. The Shareholder may vote differently out of each share he or she owns.

§ 12

1. The General Meeting shall be opened by the Chairman, or one of the Deputy Chairmen, or in their absence - by one of the members of the Supervisory Board. If these persons are absent, the General Meeting shall be opened by the President of the Management Board or a person designated by the Management Board.

2. Detailed procedure of conducting the sittings of the General Meeting shall be determined by the regulation adopted by the General Meeting.

§ 13

The General Meeting, apart from other matters specified in law provisions, in particular in the Code of Commercial Companies, the Banking Law, in recommendations of the supervision authorities and in the Statute of the Bank, shall have the authority to:

1) Review and approve the report on the activities and the financial reports of the Bank for the previous reporting year,

2) Adopt resolutions regarding distribution of profits or covering losses,

3) Review and approve the report on activities of the Supervisory Board,

4) Acknowledge the approval of duties by members of the Supervisory Board and the Management Board,

5) Review and approve the report on activities and the financial report of the Bank's capital Group,

6) Set the date of determining the right to dividend and the date of paying out the dividend,

7) Sell and lease of the enterprise, or its organised part, and establish a limited property right of usufruct thereof,

8) Amend the Statute of the Bank and establish its uniform text,

9) Increase or decrease the Bank's statutory capital,

10) Issue bonds, including bonds convertible into shares or the bonds with pre-emptive right to acquire shares, and subscription warrants,

11) Redeem shares and determine conditions of such redemption,

12) Carry out a merger, division or liquidation of the Bank,

13) Create and liquidate special funds,

14) Appoint and recall members of the Supervisory Board, taking into account assessment of fulfillment of suitability requirements,

15) Determine the rules of remunerating members of the Supervisory Board,

16) Conclude the agreement with a controlled company which provides for a management over the controlled company or a transfer of profit by such company,

17) Appointment of the entity authorised to examine financial statements and review the financial statements,

18) Deal with other matters falling within the scope of the Bank's activities which are submitted to the General Meeting.

The Supervisory Board

§14

1. The Supervisory Board consists of seven to nine members appointed by the General Meeting for the period of their common term of office, which shall last three years.

2. The number of members of the Supervisory Board shall be determined by the General Meeting.

3. At least half of the members of the Supervisory Board, including the Chairman of the Supervisory Board, should possess testimonials of good knowledge of the banking market in Poland due to the joint fulfillment of the following criteria:

1) possession of professional experience on the Polish market suitable for the performed supervisory function in the Bank,

2) permanent place of domicile in Poland,

3) knowledge of the Polish language.

4. Independent members shall constitute at least half of the composition of the Supervisory Board. The independent members of the Supervisory Board shall be free of any associations that might bear a material impact upon their capacity of to take impartial decisions.

5. An independent member of Supervisory Board is considered to be a person, who meets jointly the following conditions:

1) is not and has not been in the period of the last 3 years employed at the Bank, its subordinated units as defined in the accounting act or in its parent company,

2) does not perform and has not performed in the period of the last 5 years in the Bank, its subordinated units as defined in the accounting act or in its parent company a function of a member of the Management Board or other managerial function,

3) is not and has not been in the period of the last 3 years a chartered public accountant, a partner or an employee of an entity providing, now or in the last 3 years, auditing services in favour of the Bank, its subordinated units as defined in the accounting act or parent company,

4) is not a shareholder with the right to execute 5% or more votes at the General Meeting, is not employed by such a shareholder, does not represent - in any manner whatsoever - such a shareholder, or does not have other direct or indirect relations with such shareholder,

5) has not received and is not receiving any additional remuneration in a major amount, from the Bank, its subordinated units as defined in the accounting act or its parent company, apart from the remuneration for membership in the Supervisory Board or fixed-amount remuneration within a pension plan for past work in the Bank, its subordinated unit as defined in the accounting act or its parent company, if a prerequisite for disbursement of such remuneration is not continuation of employment,

6) is not maintaining and has not maintained for the past year significant commercial relationships with the Bank, its subordinated unit as defined in the accounting act or its parent company, directly or as a partner, shareholder, member of the body or employee holding a managerial function,

7) is not a management board member in another company in which the member of the Management Board of the Bank is a supervisory board member and does not have any major relation with Bank Management Board members through shares in other companies or membership in other bodies,

8) is not and has not been in the period of the last 3 years a member of a close family of a Bank Management Board member, does not have other direct or indirect relations with a Bank Management Board member, and is not and has not been in the period of the last 3 years a member of close family of an employee occupying a managerial position in the Bank or persons referred to in items 1-7 above,

9) does not have direct or indirect relations with the Supervisory Board members,

10) does not have direct or indirect relations with companies affiliated with Bank's major shareholders, as defined in the Code of Commercial Companies.

5a. At least three independent members of the Supervisory Board should have competence in accounting or financial revision, including at least one of them should additionally fulfill the conditions of independence as defined in art. 86 section 5 of the act of 7 May 2009 on chartered accountants and their governing body, entities authorized to examine financial statements and on public supervision.

6. Members of the Supervisory Board shall perform their duties only in person.

7. The Supervisory Board shall elect its Chairman, two Deputy Chairmen and Secretary from among its members. The Deputy Chairman may simultaneously perform the function of the Secretary.

8. The Supervisory Board shall act in accordance with the Rules of Procedure adopted by it.

§ 15

1. Any member of the Supervisory Board may be recalled at any time by the General Meeting.

2. Mandates of the members of the Supervisory Board shall expire:

1) On the date of holding the General Meeting accepting the financial report for the last full reporting year of performing duties of a member of the Supervisory Board, save as otherwise provided for in Section 3,

2) In the event of resignation of a member of the Supervisory Board from his position,

3) In the event of recalling a member of the Supervisory Board by the General Meeting,

4) In case of death of a member of the Supervisory Board.

3. Mandate of the member of the Supervisory Board, which has been appointed before the end of the term of the Supervisory Board, shall expire simultaneously with the expiry of the mandates of the remaining members of the Supervisory Board.

§ 16

1. Meetings of the Supervisory Board shall be held as necessary, however, not less frequently than every two months.

2. Meetings of the Supervisory Board shall be convened by the Chairman of the Supervisory Board on his own initiative or on a motion of the Management Board or a member of the Supervisory Board.

3. If the Chairman of the Supervisory Board does not convene the meeting within two weeks after receiving the motion mentioned in Section 2, the proposer of the motion can convene it on his own giving the date, place and the proposed agenda.

§17

1. The Supervisory Board shall adopt resolutions if at least half of its members, including its Chairman, or one of the Deputy Chairmen, are present during the meeting and all the members have been invited.

2. Members of the Supervisory Board may also take part in adoption of the Board's resolutions by casting their vote in writing through other member of the Supervisory Board, excluding the resolutions on matters introduced into agenda at the meeting.

3. Resolutions of the Supervisory Board shall be adopted by an absolute majority of votes unless the provisions of law stipulate otherwise.

4. In special situations, a resolution may be adopted in writing (by correspondence) or with the use of means of distance communication. The procedure of adopting resolutions in writing and with the use of means of distance communication is set out in the Rules of procedure of the Supervisory Board.

5. The mode determined in Section 2 and 4 does not refer to resolutions adopted in secret ballot.

§ 18

Besides other rights and obligations provided for in the law provisions, particularly in the Code of Commercial Companies, the Act on Banking Law, in recommendations of the supervision authorities and in the Bank's Statute, the following matters shall fall in particular into the authority of the Supervisory Board:

1) Review of the report of the Management Board on activities of the Bank and review of the Bank's financial report for the previous reporting year,

2) Review of the motions of the Management Board regarding distribution of profits or covering losses,

3) Review of the report on activities and financial report of the Bank's Capital Group,

4) Submitting to the General Meeting a written report on the results of reviews referred to in item (1) to (3),

5) Preparation of the report on activities of the Supervisory Board for the previous reporting year,

6) Applying to the Financial Supervisory Authority for approval to appoint the President of the Management Board and the member of the Management Board supervising the management of significant risk in Bank operations and to entrust this function to the appointed member of the Management Board,

7) Appointing, upon approval of the Financial Supervisory Authority, and recalling the President of the Management Board of the Bank in a secret ballot, taking into account assessment of fulfillment of suitability requirements,

8) Appointing and recalling in a secret ballot at the request of the President of the Management Board, the Deputy Presidents and members of the Management Board of the Bank, taking into account assessment of fulfillment of suitability requirements,

9) Suspending in their duties for significant reasons individual or all members of the Management Board,

10) Delegating the members of the Supervisory Board for a period not exceeding three months, to perform the duties of the members of the Management Board, which were dismissed, resigned, or for other reasons are incapable of performing their duties,

11) Determining the terms of contracts regulating employment or other legal relationships between members of the Management Board and the Bank,

12) Issue opinions on motions of the Management Board of the Bank regarding the establishing and access by the Bank as a shareholder (stockholder) into other companies, and selling shares (stocks) should such investments be of long-term and strategic nature,

13) Approving of Bank's long-term development plans and issuing opinions on annual financial plans of the Bank,

14) Issue of approval for creation and liquidation of foreign branches and representative offices of the Bank,

15) Adoption of regulations concerning the creation and use of funds provided for in the Bank's Statute on request of the Management Board,

16) Approving motions of the Management Board of the Bank regarding acquisition, encumbering or sale of real estate or a share in real estate, or perpetual usufruct, in the event that its value exceeds 5,000,000 PLN,

17) Approval of motions of the Management Board concerning incurring obligations or disposal of assets which overall value in relation to one entity exceeds 5 % of equity funds of the Bank,

18) Approval of motions of the Management Board of the Bank related to outsourcing in strategic areas of business activity conducted by the Bank or in case of the commission of services having the value not lower than Euro 1,000,000,

19) Presentation to the General Meeting, once a year, of a report on evaluation of functioning of the Bank's remuneration policy,

20) Performance of regular assessment of the Bank's application of Corporate Governance Rules for Supervised Institutions,

21) Performance of assessment of intention of termination of an agreement with an entity authorized to examine financial statements,

22) Approving and supervision over risk management strategy implementation in the Bank’s activity,

23) Giving permission to the Management Board members to perform functions in the bodies of the companies outside the Bank’s Capital Group,

24) Approval of the recovery plan of the Bank or the recovery plan of the Bank’s Capital Group prepared under the provisions of the Banking Act.

§19

The Chairman of the Supervisory Board and, in his absence, the Deputy Chairman indicated by the Chairman of the Supervisory Board, shall be entitled to sign agreements concluded by the Bank with members of the Management Board of the Bank, acting on behalf of the Supervisory Board.

The Management Board of the Bank

§ 20

1. The Management Board consists of 5 to 9 members. The Management Board of the Bank shall consist of the:

1) President of the Management Board of the Bank,

2) Vice Presidents of the Management Board of the Bank,

3) Members of the Management Board of the Bank.

2. At least half of the members of the Management Board of the Bank, including the President of the Management Board of the Bank should possess testimonials of good knowledge of the banking market in Poland due to the joint fulfillment of the following criteria:

1) possession of professional experience on the Polish market suitable for the performed managerial function in the Bank,

2) permanent place of domicile in Poland,

3) knowledge of the Polish language.

3. The Management Board of the Bank shall operate on the basis of the Rules of procedure adopted by it. Rules of procedure shall in particular define the matters which require joint consideration by the Management Board, as well as the procedure for adopting a resolution in writing.

4. Resolutions of the Bank Management Board may be adopted after all members have been duly notified of the Management Board meeting. Resolutions are deemed valid when adopted in the presence of at least half of the Management Board members.

5. Resolutions shall be adopted by an absolute majority of votes unless the provisions of law stipulate otherwise.

§ 21

1. The members of the Management Board shall be appointed for the common term, which shall last three years.

2. Mandates of Members of the Management Board of the Bank shall expire:

1) On the day of holding the General Meeting accepting the financial report for the last full reporting year of performing the duties of the member of the Management Board save as otherwise provided for in Section 3,

2) In the event of resignation of a member of the Management Board from his position,

3) In the event of recalling a member of the Management Board by the Supervisory Board,

4) In case of death of a member of the Management Board.

3. Mandate of the member of the Supervisory Board appointed before the end of the term of the Management Board shall expire simultaneously with the expiry of the mandates of the remaining members of the Management Board.

§ 22

1. The President of the Management Board shall:

1) Convene and preside over meetings of the Management Board of the Bank,

2) Present the standpoint of the Management Board of the Bank towards the organs of the Bank and in external relations, in particular towards the State organs,

3) Issue internal orders, rules of procedure and other regulations governing the Bank's operations. The President of the Management Board may authorize other persons to issue internal regulations of the Bank,

4) Coordinate the activities of the members of the Management Board of the Bank,

5) Supervise in particular the following areas of the Bank's activity: internal audit, compliance and corporate communication, including investor relations.

2. During the absence of the President of the Management Board of the Bank, his duties shall be taken over by a member of the Management Board of the Bank appointed by the President of the Management Board.

3. The Vice President of the Management Board, appointed upon the approval of the Financial Supervision Authority, supervises the area of risk management, including credit risk, with exception of the compliance risk.

4. The Management Board shall conduct the matters of the Bank and represent the Bank. All issues not reserved by virtue of the provisions of the law or of the Statute to fall within the scope of competence of other authorities, shall fall within the scope of competence of the Bank Management Board. Subject to § 18 point 16 of the Bank Statute, acquisition, encumbrance or sale of real estate, perpetual usufruct or share in a real estate shall be the sole competence of the Bank’s Management Board, without the necessity to obtain the General Meeting resolution. The members of the Management Board shall co-ordinate and supervise the activity of the Bank pursuant to the division of competence, adopted by the Management Board and approved by the Supervisory Board.

5. The Management Board of the Bank in the framework limited by the rules of the binding Polish law submits to UniCredit S.p.A. as the parent company all required information and data.

§ 23

The Management Board of the Bank may issue commercial powers of attorney only to employees of the Bank and other employees belonging to the UniCredit Banking Group. The commercial power of attorney may be revoked by any member of the Management Board.

IV. PROCEDURE FOR SUBMITTING STATEMENTS

REGARDING PROPERTY RIGHTS AND OBLIGATIONS OF THE BANK

§ 24

1. The following persons are authorised to make statements regarding property rights and obligations of the Bank and to sign on behalf of the Bank:

1) Two members of the Management Board or a member of the Management Board with a commercial attorney,

2) Two commercial attorneys,

3) Member of the Management Board or a commercial attorney acting jointly with an attorney,

4) Attorneys acting individually or jointly within the limits of their powers of attorney.

2. Persons empowered to submit statements regarding property rights and obligations shall place their signatures under the name of the Bank.

V. CAPITAL AND FUNDS OF THE BANK

§ 25

1. Equity funds of the Bank, including positions decreasing them, in accordance with the regulations of Banking Law, shall consist of:

1) Basic funds,

2) Supplementary capital in the amount not higher than the basic funds of the Bank.

2. The basic funds of the Bank are:

1) Statutory capital,

2) Obligatory reserve equity,

3) Reserve equities, including the fund for conducting brokerage activity,

4) General risk fund for unidentified risk of the bank activity,

5) Retained profit from previous years,

6) Profit under approval and net profit of the current reporting period, calculated in accordance with the applicable accounting principles, minus any anticipated charges and dividends whose amounts should not exceed the amount of the net profit, as verified by expert auditors.

§ 26

1. Bank may create and liquidate special funds during and at the end of the financial year, on the basis of resolutions of the General Meeting..

2. Bank shall create funds provided for in binding legal acts.

§ 27

1. The statutory capital of the Bank amounts to 262.470.034,- (two hundred sixty two million four hundred seventy thousand thirty four) PLN and is divided into 137.650.000 (one hundred thirty seven million six hundred and fifty thousand) Series A bearer shares with the nominal value of 1,- (one) PLN per share, 7.690.000 (seven million six hundred and ninety thousand) Series B bearer shares of the Bank with the nominal value of 1,- (one) PLN per share, 10.630.632 (ten million six hundred thirty thousand six hundred and thirty two) Series C bearer shares with the nominal value of 1,- (one) PLN per share, 9.777.571 (nine million seven hundred seventy seven thousand five hundred and seventy one) Series D bearer shares with the nominal value of 1,- (one) PLN per share, 373.644 (three hundred seventy three thousand six hundred and forty four) Series E bearer shares with the nominal value of 1 (one) PLN per share, 621,411 (six hundred twenty one thousand four hundred eleven) Series F bearer shares with the nominal value of 1,- (one) PLN per share, 603.377 (six hundred three thousand three hundred seventy seven) Series G bearer shares with the nominal value of 1,- (one) PLN per share, 359.840 (three hundred fifty nine thousand eight hundred and forty) Series H bearer shares with the nominal value of 1,- (one) PLN per share and 94,763,559 (ninety four million seven hundred sixty three thousand five hundred and fifty nine) Series I bearer shares with the nominal value of 1,- (one) PLN each.

2. Statutory capital of the Bank may be increased through the issue of new bearer shares, or through the increase of the nominal value of the existing shares. The General Meeting may increase the statutory capital earmarking for this purpose the funds from reserve capital or other funds set up from profit, provided they can be used for this purpose in compliance with the Code of Commercial Companies and the Bank's Statute.

3. Shares may be issued as collective shares certificates.

4. Shares may be redeemed on conditions determined by the General Meeting.

§ 28

1. Obligatory reserve equity shall be created out of annual write-offs from the net profit to cover possible balance sheet losses, as may result from operations of the Bank. Annual write-offs into obligatory reserve equity shall amount to at least 8 % of net profit and shall be continued until the obligatory reserve equity reaches at least 1/3 part of statutory capital of the Bank. The surplus achieved by the issue of shares over their nominal value shall be transferred to the obligatory reserve equity and other surplus - after the cover of cost of issue.

2. The amount of any such write-off shall be determined by the General Meeting.

3. The General Meeting shall decide about using of obligatory reserve equity. However, a part of this equity in the amount of one-third part of statutory capital may be only used to cover the loss showed in the financial report.

§ 29

1. The general risk fund shall be established out of write-offs from net profit for unidentified risks associated with banking activities.

2. The amount of any such write-offs shall be determined by the General Meeting.

§ 30

1. The reserve equities shall be established out of write-offs from net profit for the equities.

2. Amount of any such write-offs shall be determined by the General Meeting.

3. The reserve equities may be designated for covering the particular losses or expenses as well as for increasing the statutory capital and paying out of the dividend.

4. The General Meeting of shall decide about using the reserve equities.

§ 31

1. Special funds shall be established out of write-offs from net profit made pursuant to a resolution of the General Meeting, which, in each case, shall determine the amount of the write-off to be allocated to each particular fund, unless the obligation to create such funds results from a legal act.

2. Rules of procedure of establishing and using of special funds shall be adopted by the Supervisory Board.

VI. FINANCIAL MANAGEMENT OF THE BANK,

DISTRIBUTION OF PROFIT, COVERING OF LOSSES, ACCOUNTING

§ 32

The financial management of the Bank shall be conducted on the basis of annual financial plans.

§ 33

1. Annual net profit may be allocated for the following purposes, in amounts to be resolved upon by the General Meeting:

1) Obligatory reserve fund,

2) General risk fund,

3) Reserve equities, including the fund for conducting brokerage activity,

4) Dividend,

5) Special funds,

6) Other purposes.

2. Any claim for dividend shall expire after three years. The Bank shall pay no interest on the uncollected dividend.

§ 33a

1. The Management Board is authorized to make an advance payment of anticipated dividend for the end of the financial year, provided that the Bank has sufficient funds for such a payment and that the financial statement for the previous year indicates a profit.

2. The disbursement of such advance payment requires the approval of the Supervisory Board and arrangements with the Financial Supervision Authority.

3. The advance payment for dividend may only amount to half of the Bank's profit made by the end of the previous financial year, reported in the financial statement examined by a chartered auditor, reduced by the uncovered losses and own shares.

§ 34

The Bank shall create a general risk reserve to debit the costs in order to cover rights connected with conducting banking operations.

§ 35

Balance sheet losses shall be covered from obligatory reserve equity and reserve equities in the manner specified by a resolution of the General Meeting.

§ 36

The Bank shall conduct accounting on the basis of the plan of accounts and in accordance with the binding legal regulations.

The organization and method of accounting shall be determined by the Management Board of the Bank.

§ 37

Financial year shall be equivalent to the calendar year.

VII. INTERNAL CONTROL

§ 38

1. The aim of the internal control system of the Bank is to ensure:

1) compliance of Bank’s operations with law, internal regulations and market standards and with the strategy of the Bank,

2) effectiveness and efficiency of the Bank’s activity,

3) protection of assets,

4) prevention of losses and errors,

5) security, stability and effectiveness of operations,

6) reliability and completeness of accounting, management information and reliability of financial reporting,

7) compliance of transactions with generally binding provisions of law, supervisory rules and internal policies, plans, regulations and procedures,

8) support of the decision-making process,

9) observance of risk management principles in the Bank.

2. The Internal Control System shall involve - in different roles - authorities of the Bank, individual units and organizational cells of the Bank, as well as all employees of the Bank, and consists of:

1) a control function whose task is to ensure observance of control mechanisms involving, in particular, risk management in the Bank, which comprises positions, groups of people or organizational units responsible for performing tasks assigned to this function;

2) a compliance unit whose task is to identify, evaluate, control and monitor the risk of non-compliance of Bank’s operations with law, internal regulations and market standards and to present relevant reports;

3) an independent Internal Audit unit whose task is to examine and evaluate, in an independent and objective manner, adequacy and effectiveness of the risk management system and the internal control system, excluding the internal audit unit.

3. The following authorities of the Bank shall be involved in the Internal Control System:

1) The Management Board - responsible for designing, implementing and operating the Internal Control System, adjusted to size and profile of the risk related to the operations of the Bank,

2) the Supervisory Board - exercising supervision over the Internal Control System and assessing its adequacy and effectiveness through the Audit Committee and the Internal Audit.

4. The President of the Management Board of the Bank shall publish in the form of the order the By-laws of internal control.

VIII. FINAL PROVISIONS

§ 39

In case of liquidation of the Bank, the General Meeting at the request of the Supervisory Board shall appoint one or more liquidators and determine the method of carrying out the liquidation.

§ 40

Obligatory notices, which must be published according to the Commercial Companies Code, excluding the notice specified in Par. 8 Section 1 of the Statute shall be published by the Management Board of the Bank in the "Court and Business Monitor"."