12 May 2017 18:26
UNOFFICIAL TRANSLATION
12.05.2017 - Report 23/2017: ANNOUNCEMENT ON CONVENING THE EXTRAORDINARY GENERAL MEETING OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA
ANNOUNCEMENT ON CONVENING THE EXTRAORDINARY 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 in connection with Art. 400 § 1, Art. 4021, Art. 4022 and of the Commercial Companies Code and § 8 sec. 1 and 4 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, convenes on the demand of UniCredit S.p.A., the shareholder representing at least one-twentieth of the share capital of the Bank, the Extraordinary General Meeting of the Bank.
The total number of shares of the Bank as at the date of announcement amountsto 262,470,034 and corresponds to 262,470,034 votes.
I DATE, HOUR AND VENUE OF THE EXTRAORDINARY GENERAL MEETING AND DETAILED AGENDA
The Management Board of the Bank convenes the Extraordinary General Meeting of the Bank for the day of 8th June 2017 at 10.30 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 Extraordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna.
2. Election of the Chairman of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna.
3. Concluding correctness of convening the Extraordinary 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 Extraordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna.
6. Adoption of the resolution on amending the Statute of Bank Polska Kasa Opieki Spółka Akcyjna.
7. Adoption of the resolution on establishing the uniform text of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna.
8. Changing in the composition of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna, taking into consideration the assessment of suitability requirements.
9. Adoption of the resolution on covering the costs of convening and holding the Extraordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna.
10. Closing of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna.
II DAY OF REGISTRATION OF PARTICIPATION IN THE EXTRAORDINARY GENERAL MEETING OF THE BANK AND THE INFORMATION ABOUT THE RIGHT TO PARTICIPATE IN THE EXTRAORDINARY GENERAL MEETING OF THE BANK
The day of registration of participation in the Extraordinary General Meeting of the Bank falls sixteen days before the date of the Extraordinary General Meeting (registration date), i.e. on 23rd May 2017. Only the persons being Shareholders of the Bank on 23rd May 2017, i.e. on the date of registration of participation in the Extraordinary General Meeting, are entitled to participate in the Extraordinary 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 Extraordinary General Meeting is announced, no later than on the first day after the registration date, i.e. no later than on 24th May 2017, an entity running the securities account shall issue a registered certificate about the right to participate in the Extraordinary General Meeting.
The Management Board of the Bank shall determine a list of Shareholders entitled to participate in the Extraordinary 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 EXTRAORDINARY 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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting, i.e. no later than on 18th May 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 Extraordinary General Meeting, in particular:
1) a certificate of deposit, or a certificate about the right to participate in the Extraordinary 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 Extraordinary General Meeting, i.e. no later than 21st May 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 Extraordinary General Meeting or the issues which are to be included in the agenda before the date of the Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting
During the Extraordinary 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 Extraordinary General Meeting or exercise the voting right personally or through a proxy.
A proxy holder exercises all the rights of the Shareholder at the Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary 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 ofthe Shareholder (a scan and conversion into the PDF format) should be attached tothe 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 Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting of the Bank.
6. Information about the method and form of communication during the meeting of the Extraordinary 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 Extraordinary 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 Extraordinary General Meeting, together with the drafts of resolutions and information concerning the Extraordinary General Meeting will be published on the website of the Bank at the address www.pekao.com.pl as of the date when the Extraordinary General Meeting is convened.
A Shareholder entitled to participate in the Extraordinary General Meeting may obtain ina paper form the full text of documentation which is to be presented to the Extraordinary 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 Extraordinary 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 5th June 2017.
A Shareholder of the Company may request to be sent the list of Shareholders entitled to participate in the Extraordinary 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 Extraordinary General Meeting, i.e. from 1st June 2017.
VII THE ADDRESS OF THE WEBSITE ON WHICH THE INFORMATION CONCERNING THE EXTRAORDINARY GENERAL MEETING WILL BE MADE AVAILABLE
All the information and forms concerning the Extraordinary General Meeting shall be made available on the following website of the Bank www.pekao.com.pl
VIII OTHER INFORMATION
1. 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 provision of thereof currently applicable, as well as draft amendment to the Bank Statute shall be quoted.
The proposed amendments to the Bank Statute consist of:
1) deletion in § 1 of the Bank's Statute sections 2 in following wording:
"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.",
and deletion of digit 1 in section 1,
2) giving § 10 section 2 of the Bank's Statute in current wording:
"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.
following wording:
"2. The General Meeting shall be capable of adopting valid resolutions irrespective of the number of shares represented thereat.";
3) deletion in § 10 of the Bank's Statute section 3 and 4 in following wording:
"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.";
and changing respectively hitherto numbers of sections 5 and 6 to numbers 3 and 4.
4) deletion in § 22 of the Bank's Statute section 5 in following wording:
"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.";
5) giving § 23 of the Bank's Statute in current wording:
"§ 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"
following wording:
"§ 23 The Management Board of the Bank may issue commercial powers of attorney only to employees of the Bank. The commercial power of attorney may be revoked by any member of the Management Board."
2. In connection with the inclusion in the agenda of the Extraordinary General Meeting of the matter on changing in the composition of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna, taking into consideration the assessment of suitability requirements, the Management Board of the Bank informs, that the Information for the shareholders of Bank Polska Kasa Opieki Spółka Akcyjna about the suitability requirements for a candidate to hold a member function of the Supervisory Board and Information for the shareholders of Bank Polska Kasa Opieki Spółka Akcyjna about conditions and rules of the suitability assessment execution of a candidate to hold a member function of the Supervisory Board was published on Bank's website.
3. 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 Extraordinary General Meeting.
The draft resolutions are attached to this Announcement.
http://www.rns-pdf.londonstockexchange.com/rns/0636F_-2017-5-12.pdf
http://www.rns-pdf.londonstockexchange.com/rns/0636F_1-2017-5-12.pdf
http://www.rns-pdf.londonstockexchange.com/rns/0636F_2-2017-5-12.pdf
http://www.rns-pdf.londonstockexchange.com/rns/0636F_3-2017-5-12.pdf
The Management Board
Legal grounds:
Art.4021 §1 of the Commercial Companies Code (Journal of Laws of 2016, item 1578, 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 ( Journal of Laws of 2014, item 133, as amended)