13 Oct 2021 07:40
UNOFFICIAL TRANSLATION
13.10.2021 - Report 31/2021: Amendments to 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 12 October 2021, the Bank received two decisions of the District Court for the Capital City of Warsaw in Warsaw XIII Commercial Division of the National Court Register dated 11 October 2021, on the basis of which on 12 October 2021 changes to the Bank's Articles of Association were entered in the Register of Entrepreneurs of the National Court Register (NCR) pursuant to resolutions no 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44 and 45 of the Ordinary General Meeting of the Bank dated 11 June 2021 ("OGM 2021")
The Bank moreover informs that, as regards: (i) amendments to § 5 of the Bank's Statute (adopted by the resolution no 34 of the OGM 2021), (ii) adding to § 6(1) point 19a of the Bank's Statute (adopted by the resolution no 35 of the OGM 2021), (iii) amendments to § 6(1) point 20 of the Bank's Statute (adopted by the resolution no 36 of the OGM 2021), (iv) amendments to § 6(1) point 33 of the Bank's Statute (adopted by the resolution no 37 of the OGM 2021), (v) amendments to § 18 point 8 of the Bank's Statute (adopted by the resolution no 38 of the OGM 2021), (vi) amendments to § 18 point 18 of the Bank's Statute (adopted by the resolution no 39 of the OGM 2021), (vii) adding to § 18 point 25 of the Bank's Statute (adopted by the resolution no 40 of the OGM 2021), (viii) adding to § 18 point 26 of the Bank's Statute (adopted by the resolution no 41 of the OGM 2021), (ix) adding to § 18 point 27 of the Bank's Statute (adopted by the resolution no 42 of the OGM 2021), (x) adding § 22(5) of the Bank's Statute (adopted by the resolution no 44 of the OGM 2021) and (xi) adding § 22(6) of the Bank's Statute (adopted by the resolution no 45 of the OGM 2021) entry to the NCR business register was made by the District Court for the Capital City of Warsaw in Warsaw, XIII 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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The Registry Court for the capital city of Warsaw in Warsaw, XIII Commercial Division of the National Court Register, by decision of 11 October 2021, registered on 12 October 2021 the following amendment to the Bank's Statute (adopted by the resolution no 43 of the Ordinary General Meeting of the Bank dated 11 June 2021) covered by the authorization granted by the Polish Financial Supervision Authority:
1) repealing § 20(6) of the Bank's Statute, which reads as follows:
"6. Adopting resolutions in writing or using remote means of communication shall not apply to resolutions adopted in secret voting.",
Provisions of the Bank's Statute as registered by the Registry Court for the capital city of Warsaw, XIII Commercial Division of the National Court Register, despite the failure to complete the proceedings by the Polish Financial Supervision Authority regarding the consent to introduce the following changes and contrary to the documents submitted by the Bank to that court
1) § 5 of the Bank's Statute was amended by giving it the following wording:
"§ 5. The organisational structure of the Bank comprises:
1) the Head Office of the Bank,
2) operating units at the Head Office of the Bank,
3) other organisational units."
2) a new point 19a was added to § 6(1) of the Bank's Statute in the following wording:
"19a) Performing activities related to the promotion of the service involving management by
investment fund companies of portfolios which include one or more financial instruments and
intermediation in the conclusion of such contracts,
3) § 6 (1) point 20 of the Bank's Statute was amended by giving it the following wording:
"20) Acquisition or purchase or shares and rights attached to shares, shares of another legal person or participation units and investment certificates of investment funds,",
4) § 6 (1) point 33 of the Bank's Statute was amended by giving it the following wording:
33) Performing specific activities commissioned by other banks and credit institutions as well as the National Bank of Poland, included in the scope of their business,",
5) § 18 (8) of the Bank's Statute was amended by giving it the following wording:
"8) Appointment and dismissal of the Vice-Presidents and Members of the Management Board of the Bank, with the results of the suitability assessment taken into consideration,",
6) § 18 (18) of the Bank's Statute was amended by giving it the following wording:
"18) Approval of motions of the Management Board of the Bank regarding outsourcing on the basis of one or more legal transactions concluded with one entity in the period of consecutive 12 month sand regarding outsourcing of the same type of activities, in cases where services with the value of not less than the equivalent of EUR 1,000,000 net, denominated in the Polish currency, are contracted, based on the average exchange rate of the Polish currency against euro, published by the NBP on the date preceding the date of approval of the motion.",
7) a new point 25 was added to § 18 of the Bank's Statute in the following wording:
"25) supervising the implementation of the internal governance at the Bank and assessing its adequacy and effectiveness. The internal governance at the Bank and its implementation should be assessed by the Supervisory Board at least once a year,",
8) a new point 26 was added to § 18 of the Bank's Statute in the following wording:
"26) supervising compliance with the Bank's policies and approval of the policies adopted by the Management Board of the Bank,",
9) a new point 27 was added to § 18 of the Bank's Statute in the following wording:
"27) approval of the rules for making changes to the organisational structure adopted by the Management Board of the Bank, and supervising activities of the Management Board of the Bank related to their implementation.",
10) a new § 26 (6) of the Bank's Statute was added in the following wording:
"5. The Management Board of the Bank is responsible for implementing the internal governance at the Bank and ensuring that it is complied with, and for periodic assessment and verification to adjust the internal governance at the Bank to the changing internal situation and the environment of the Bank."
11) a new § 26 (6) of the Bank's Statute was added in the following wording:
"6. The Management Board of the Bank drafts and adopts in the form of a resolution the rules for making changes to the organisational structure, i.e. creating new and changing or liquidating the existing organisational units and ensures their implementation."