22 May 2020 07:00
UNOFFICIAL TRANSLATION
21.05.2020 - Report 28/2020: Amendments of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna
Legal basis:
Article 56 Section 1 point 2 of the Offering Act - current and periodic information
Content of the report:
Bank Polska Kasa Opieki Spółka Akcyjna (the "Bank") informs that on 20 May 2020 the Bank received a decision of the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register on registration on 18 May 2020 in the Register of Entrepreneurs of the National Court Register (NCR) changes in the Bank's Statute, adopted on the basis of resolutions 30, 31 and 32 of the Ordinary General Meeting dated 26 June 2019 ("OGM 2019").
The Bank moreover informs that, as regards amendments to § 6(1) point 20 of the Bank Statute (adopted by the resolution no 30 of the OGM 2019) and amendments to § 6(1) point 24 of the Bank's Statute and adding § 6(1) point 40), § 6(1) point 41), § 6(1) point 42), § 6(1) point 43), § 6(1) point 44) to the Bank's Statute (adopted by the resolution no 31 of the OGM 2019), entry to the NCR business register was made by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the NCR, despite the continuation of the proceedings before the Polish Financial Supervision Authority regarding the approval to introduce the above amendments to the Bank's Statute and not in accordance with the documents submitted by the Bank in that court.
Pursuant to Article 694(5) § 2 of the Code of Civil Procedure, the above mentioned court's decision is effective and enforceable upon its issuance. The Bank informs that it intends to take immediately legal steps to remove from the NCR business register the entry of the amendments to the Bank's Statute registered without the approval of the Polish Financial Supervision Authority
Content of the amended or new provisions of the Bank's Statute is attached to this current report, with a separate specification of the changes registered in accordance with the approval of the Polish Financial Supervision Authority and without such approval.
Legal basis: § 5 point 1 in connection with § 6 of the Regulation of the Minister of Finance of 29 March 2018 regarding current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2018, item 757).
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ATTACHMENT
The District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register registered on18 May2020 the following amendments to the Statute of the Bank approved by the Polish Financial Supervision Authority:
1) § 6 (1) item 17 of the Bank's Statute was amended by giving it the following wording:
"17) Providing payment services:
a) within the scope of issuing payment instruments and execution of payment operations with
the use of such instruments,
b) as a paying agent,
c) within the scope of initiating payment transaction and
d) within the scope of access to account information
and performing activities connected with these services,"
2) a new point 37 was added to § 6(1) of the Bank's Statute in the following wording:
"37) Performing acquisition activities for the benefit of entities offering employee capital plans
and performing activities related to servicing participants of employee capital plans,"
3) a new point 38 was added to § 6(1) of the Bank's Statute in the following wording:
"38) Performing acquisition activities for the benefit of voluntary pension funds and servicing
participants of voluntary pension funds,"
4) a new point 39 was added to § 6(1) of the Bank's Statute in the following wording:
"39) Keeping stock records under the concluded contracts,"
5) § 13 item 17 of the Bank's Statute was amended by giving it the following wording:
"17) Appointment of an audit firm to audit financial statements,"
6) a new point 11 was added to §14(5) of the Bank's Statute in the following wording:
"11) is not a member of the Bank's Supervisory Board of the Bank for longer than 12 years."
7) § 14(5a) of the Bank's Statute was amended by giving it the following wording:
"5a. The majority of the members of the Supervisory Board, being the members of the Audit Committee, including its chairman, shall meet the independency conditions within the meaning of art. 129 para. 3 of the act of 11 May, 2017 on chartered auditors, auditing companies and public supervision. Members of the Supervisory Board being the members of the Audit Committee shall have the knowledge and skills in the fields of the Bank's operations, whereas the condition is considered met if at least one member of the Audit Committee has the knowledge and skills in these fields or individual members have the knowledge and skills in these fields within some specific scopes. At least one member of the Supervisory Board being the member of the Audit Committee shall have the knowledge and skills in accountancy and auditing of financial statements."
8) § 18 item 21 of the Bank's Statute was amended by giving it the following wording:
"21) Assessment of the intent to terminate the agreement with auditing company authorised to audit financial statements,"
9) § 18 item 24 of the Bank's Statute was amended by giving it the following wording:
"24) Approval of the Bank Recovery Plan or Group Recovery Plan, prepared under the regulations of the Banking Act."
10) § 20(3) of the Bank's Statute was amended by giving it the following wording:
"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. The Rules and Regulations shall define the principles of holding the Board's meetings, including the Board's meetings using the means of distance communication, and the principles of adopting resolutions by written procedure or by using the means of distance communication."
11) § 20(4) of the Bank's Statute was amended by giving it the following wording:
"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 at the Board of Director's meeting in the presence of at least half of the Management Board members."
12) a new section 6 was added to § 20 of the Bank's Statute in the following wording:
"6. The adoption of resolutions in writing and by means of distance communication does not apply to resolutions adopted in a secret ballot."
13) § 25 of the Bank's Statute was amended by giving it the following wording:
"§ 25. Basic capital (funds) of the Bank include:
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) Revaluation reserve,
6) Retained result from previous years,
7) Net result of the current reporting period."
14) § 26(2) of the Bank's Statute was amended by giving it the following wording:
"2. Bank shall create funds under the principles provided for in the applicable legal acts."
15) title of Chapter VII of the Bank's Statute was amended by giving it the following wording:
"VII. INTERNAL CONTROL AND RISK MANAGEMENT"
16) § 38(1) of the Bank's Statute was amended by giving it the following wording:
"1. The purpose of the Bank's internal control system is to ensure:
1) effectiveness and efficiency of the Bank's operations,
2) reliability of financial reporting,
4) compliance of the Bank's operations with the provisions of law, internal regulations and market standards3) observance of risk management principles in the Bank.."
17) § 38(2) item 2 of the Bank's Statute was amended by giving it the following wording:
"2) independent 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;"
18) a new section 5 was added in § 38 of the Bank's Statute in the following wording:
"5. As part of the risk management system, the Bank:
1) applies formalized rules for determining the amount of risk taken and risk management principles,
2) applies formal procedures aimed at identifying, measuring or estimating and monitoring the risk occurring in the Bank's operations, also taking into account the expected level of risk in the future,
3) applies formalized limits to reduce the risk and rules of conduct in case of exceeding the limits.
4) applies the adopted system of management reporting enabling monitoring of the level of risk,
5) has an organizational structure adjusted to the size and profile of the risk borne by the Bank.."
The provisions of the Bank's Statute registered by the registry court despite the fact that the Polish Financial Supervision Authority has not finished the proceedings regarding consent to introduce the above changes and registered not in accordance with the documents submitted by the Bank to that court
1) § 6(1) item 20 of the Bank's Statute was amended by giving it the following wording:
"20) Taking up shares or acquisition of shares and rights to vote, shares of other legal entity not
being a bank or participation units and investment certificates of investment funds,"
2) § 6(1) item 24 of the Bank's Statute was amended by giving it the following wording:
"24) Purchasing and selling real estate, as well as letting them on hire or lease,"
3) a new item 40 was added to § 6(1) of the Bank's Statute in the following wording:
"40) Financial and operational participation in international projects and ventures,"
4) a new item 41 was added to § 6(1) of the Bank's Statute in the following wording:
"41) Running online platform of social financing (crowdfunding) that combines financing granted
by the Bank with social financing,"
5) a new point 42 was added to § 6(1) of the Bank's Statute in the following wording:
"42) Providing services to the benefit of companies associated with the Bank or Bank's
shareholders, including among others:
a) use of information technologies and systems, including among others the use of software,
IT infrastructure and data processing,
b) keeping accounting books and financial and organisational participation in projects realized jointly with the capital related companies with the Bank or Bank's Shareholders,"
6) a new item 43 was added to § 6(1) of the Bank's Statute in the following wording:
"43) Cooperation with other entities within the capital group, in particular, using free technical, organisational and human, or IT resources, in accordance with their economic intended use and with special account to safety of the Bank's and the entities' operation,"
7) a new point 44 was added to § 6(1) of the Bank's Statute in the following wording:
"44) Execution, independently or jointly with other entities, of other economic projects, domestically and abroad, including agency services in offering financial and non-financial services."