22 Apr 2009 07:00
UNOFFICIAL TRANSLATION
April 21, 2009
Report 23/2009: Draft of the resolutions of the Ordinary General Meeting of Bank Polska Kasa Opieki S.A. on 5th May 2009
The Management Board of Bank Polska Kasa Opieki S.A. decided to present to the Ordinary General Meeting of the Bank, convened on 5th May 2009, the following drafts of the resolutions:
Resolution No.
of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna
on election of Chairman of the Ordinary General Meeting
The Ordinary General Meeting appoints Mr. .............. as Chairman of today's Meeting.
Resolution No.
of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna
on election of the Voting Commission
The Ordinary General Meeting appoints the following members of the Voting Commission: ................................................................................................................................
Resolution No.
of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna
on adoption of the agenda
The Ordinary General Meeting adopts the agenda in the wording published in Judicial and Economic Journal No. 71/2009 (3174) dated 10th April 2009.
Resolution No.
of the Ordinary General Meeting
of Bank Polska Kasa Opieki Spółka Akcyjna
on approving report of the Management Board
on the activity of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p.1 and Art. 395 2 p.1 of Code of the Commercial Companies and pursuant to § 13 p.1 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1. The report of the Management Board on the activity of Bank Polska Kasa Opieki S.A. for 2008 is hereby approved.
§ 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 financial statements of Bank Polska Kasa Opieki Spółka Akcyjna for 2008
Acting in accordance with Art. 393 p.1 and Art. 395 2 p.1 of Code of the Commercial Companies and § 13 p.1 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1. The financial statements of Bank Polska Kasa Opieki Spółka Akcyjna for 2008 is hereby approved, with the following figures:
the balance sheet as at 31st December 2008 showing on the assets and liabilities side the total of PLN 127,978,457,228.10 (say: one hundred twenty seven billion nine hundred seventy eight million four hundred fifty seven thousand two hundred twenty eight 10/100 PLN),
the profit and loss account for the financial year from 1st January until 31st December 2008 showing a net profit of 3,345,844,759.58 PLN (say: three billion three hundred forty five million eight hundred forty four thousand seven hundred fifty nine 58/100 PLN),
the statement of changes in equity for the financial year from 1st January until 31st December 2008 with an increase in equity amounting to 1,192,950 thousand PLN (say: one billion one hundred ninety two million nine hundred fifty thousand PLN),
the cash flow statement for the financial year from 1st January until 31st December 2008 with a net cash outflow by 5,303,676 thousand PLN (say: five billion three hundred three million six hundred seventy six thousand PLN),
explanatory notes to the financial statements.
§ 2. The Resolution is enacted upon its adoption.
Resolution No.
of the Ordinary General Meeting
of Bank Polska Kasa Opieki Spółka Akcyjna
on approving report of the Management Board on the activity of
Bank Polska Kasa Opieki Spółka Akcyjna Capital Group in 2008
Acting in accordance with Art. 395 5 of Code of the Commercial Companies and § 13 point 5 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1. The report of the Management Board on the activity of Bank Polska Kasa Opieki Spółka Akcyjna Capital Group for 2008 is hereby approved.
§ 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 consolidated financial statements of
Bank Polska Kasa Opieki Spółka Akcyjna Capital Group for 2008
Acting in accordance with Art. 395 5 of Code of the Commercial Companies and § 13 point 5 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1. The consolidated financial statements of Bank Polska Kasa Opieki Spółka Akcyjna Capital Group for 2008 is hereby approved, with the following figures:
the consolidated balance sheet as at 31st December 2008 showing on the assets and liabilities side the total of PLN 131,940,761,914.56 (say: one hundred thirty one billion nine hundred forty million seven hundred sixty one thousand nine hundred fourteen 56/100 PLN),
the consolidated profit and loss account for the financial year from 1st January until 31st December 2008 showing a net profit of 3,540,935,403.20 PLN (say: three billion five hundred forty million nine hundred thirty five thousand four hundred three 20/100 PLN),
the consolidated statement of changes in equity for the financial year from 1st January until 31st December 2008 with an increase in consolidated equity amounting to 1,289,143 thousand PLN (say: one billion two hundred eighty nine million one hundred forty three thousand PLN),
the consolidated cash flow statement for the financial year from 1st January until 31st December 2008 with a net cash outflow by 4,591,526 thousand PLN (say: four billion five hundred ninety one million five hundred twenty six thousand PLN),
explanatory notes to the consolidated financial statements.
§ 2. The Resolution is enacted upon its adoption.
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 2008
Acting in accordance with Art. 395 § 2 point 2 of Code of the Commercial Companies and § 13 point 2 and § 30 section 3 and 4 of the Statute of Bank Pekao S.A., the Ordinary General Meeting taking into account the positive opinion of the Supervisory Board on the Management Board's motion on the distribution of the net profit of the Bank Polska Kasa Opieki Spółka Akcyjna for 2008,
resolved as follows:
§ 1. The net profit of Bank Polska Kasa Opieki Spółka Akcyjna for 2008 in the amount of 3,345,844,759.58 PLN (say: three billion three hundred forty five million eight hundred forty four thousand seven hundred fifty nine 58/100 PLN) is distributed in such way that:
the amount of 3,245,844,759.58 PLN (say: three billion two hundred forty five million eight hundred forty four thousand seven hundred fifty nine 58/100 PLN) is allocated to reserve equities,
the amount of 100,000,000.00 PLN (say: one hundred million PLN) is allocated to general risk fund.
§ 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 the distribution of net profit of Bank Polska Kasa Opieki Spółka Akcyjna for 2008
The Management Board decided to recommend to the General Meeting the share of net profits of the Bank in 2008 in the amount of 3,345,844,759.58 PLN in such a way so that the amount 3,245,844,759.58 PLN is allocated to reserve equities and the amount of 100,000,000.00 PLN to the general risk fund.
By making such a proposal, the Management Board took the position that the above recommendation will contribute to achieve an extraordinary high level of capital adequacy ratio, what is especially important in the circumstances of volatility of the macroeconomic environment and allowing Bank to be in a privileged position to capture business opportunities moving forward.
The Supervisory Board of Bank Pekao S.A. gave its positive opinion on the Management Board's motion on distribution of the net profit of Bank Polska Kasa Opieki Spółka Akcyjna for 2008 and recommended to the Ordinary General Meeting to adopt the resolution in this matter.
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 2008
Acting in accordance with to § 13 p. 3 of the Bank's Statute, the Ordinary General Meeting resolved as follows:
§ 1. The report of the Supervisory Board of Bank Pekao S.A. on its activity in 2008, results of performed assessment of: reports on activities of the Bank and the Capital Group in 2008, financial statements of the Bank and the Capital Group for 2008 and the motion of the Management Board concerning distribution of net profit for 2008 is hereby approved.
§ 2. The Resolution is enacted upon its adoption.
Enclosures
Report on activity of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2008, results of performed assessment of: reports on activities of the Bank and the Capital Group in 2008, financial statements of the Bank and the Capital Group for 2008 and the motion of the Management Board concerning distribution of net profit for 2008.
I. Composition and organisation of work of the Supervisory Board in 2008
In 2008 the Supervisory Board was acting in the following composition:
Jerzy Woźnicki - Chairman,
Paolo Fiorentino - Deputy Chairman, Secretary of the Board,
Federico Ghizzoni - Deputy Chairman,
Members:
Paweł Dangel,
Fausto Galmarini,
Oliver Greene,
Enrico Pavoni,
Leszek Pawłowicz,
Krzysztof Pawłowski.
The Supervisory Board performed a permanent supervision of activity of the Bank in accordance with powers and duties provided for in the Code of Commercial Companies and the Bank's Statute.
In 2008 the Supervisory Board held 9 meetings, considered 112 pieces of information, analyses and motions and adopted 81 resolutions.
The Board performed its tasks both at the meetings and within the works of the Board's committees.
In 2008 the following committees of the Supervisory Board continued their activity: (i) audit committee, (ii) remuneration committee and (iii) finance committee. The approved by the Board reports on activities of those committees have been attached to this report.
II. Personnel issues
In 2008 the Supervisory Board considered a number of motions related to changes to the composition of the Management Board, in accordance with the competences specified in the Statute of the Bank.
As of 1 January 2008 the composition of the Management Board of Bank Pekao S.A. was as follows:
Jan Krzysztof Bielecki - President of the Management Board, CEO,
Luigi Lovaglio - First Vice President of the Management Board, General Manager,
Przemysław Gdański - Vice President of the Management Board,
Paolo Iannone - Vice President of the Management Board,
Christopher Kosmider - Vice President of the Management Board,
Katarzyna Niezgoda - Vice President of the Management Board,
Grzegorz Piwowar - Vice President of the Management Board,
Marian Ważyński - Vice President of the Management Board.
On 9 May 2008, Mr Przemysław Gdański tendered his resignation from the position of Vice President and Member of the Management Board. As a result of that resignation, the Supervisory Board, at the meeting on 4 June 2008, appointed Mr Andrzej Kopyrski to the position of Vice President of Bank Pekao S.A. for the current joint term of office of the Management Board. Vice President A.Kopyrski assumed supervision of the Corporate Banking, Markets and Investment Banking Division. Appointing Mr A.Kopyrski, the Board was convinced that as an experienced manager he would ensure further growth of the Bank in the corporate banking area and he would strengthen its position in this respect.
Moreover, on 4 June 2008 Mr Christopher Kosmider tendered his resignation from the position of Vice President and Member of the Management Board.
Subsequently, the Supervisory Board at the meeting on 11 December 2008 appointed Messrs Diego Biondo and Marco Iannaccone to the position of Vice Presidents of the Management Board of Bank Pekao S.A. for the current joint term of office of the Management Board. Vice President, D.Biondo, assumed supervision of the Risks Management Division, whereas Vice President M.Iannaccone assumed supervision of the Financial Division. Those appointments were aimed at: (i) further strengthening of the Bank's management by promoting the experienced and effective managers, and (ii) raising the function of the head of Risks Management Division to the Management Board level and restoring the function of the head of Financial Division to the rank of member of the Management Board (previously, the head of the Financial Division in that rank was Mr C.Kosmider), which complies with a typical organisational model of universal banks all over the world.
During the above mentioned meeting Mr. Paolo Iannone resigned from the position of Vice President and Member of the Management Board of Bank effective 1st January 2009 being requested to cover important responsible managerial position within UniCredit Group.
As a result of the above changes, as of 2 January 2009 the composition of the Management Board of Bank Pekao S.A. is as follows:
Jan Krzysztof Bielecki - President of the Management Board, CEO;
Luigi Lovaglio - First Vice President of the Management Board, General Manager;
Diego Biondo - Vice President of the Management Board;
Marco Iannaccone - Vice President of the Management Board;
Andrzej Kopyrski - Vice President of the Management Board;
Katarzyna Niezgoda - Vice President of the Management Board;
Grzegorz Piwowar - Vice President of the Management Board;
Marian Ważyński - Vice President of the Management Board.
III. Activity of the Supervisory Board
The activity of the Supervisory Board in 2008, just like in the previous years, focused both on strategic issues and the ones connected with supervision of the current activity of the Bank.
The strategic issues include primarily the positive opinion on a three-year financial plan of Bank Pekao S.A. and the Pekao S.A. Group for the years 2008-2010. Owing to high volatility of macroeconomic scenario resulting from the global financial crisis, the assumptions of this plan will be reassessed after the macroeconomic situation stabilises.
Under strategic issues, the Board discussed the Bank's situation in detail with the Management Board in the light of global financial crisis and deteriorating market conditions in Poland, including a difficult situation on interbank market.
The Supervisory Board paid special attention to the liquidity position of the Bank in the light of the crisis in question by getting acquainted with the information on the structural and short-term liquidity of the Bank and with analysis of long-term liquidity.
In 2008, the Board analysed on a regular basis: (i) the financial performance, (ii) sale results in the area of products being key to increase of the Bank's results, i.e. mortgage loans, consumer loans, investment funds and bank cards, (iii) quality of assets, (iv) level of risk and (v) the level of the Bank's security.
The Board supervised the process of risks management at the Bank approving the credit risk policy of the Bank for 2008, which had been adopted by the Management Board, as well as the investment policy and the policy of assets and liabilities management for 2008. The quarterly reports on financial risk management and the reports on credit portfolio and loan workout activity as well as the report on operational risk management - were analysed carefully.
The Board was deeply interested in compliance risk management. The Board approved the Bank's policy in terms of the aforementioned risk and supervised implementation of the compliance function at the Bank through the Audit Committee.
It should be emphasised that the Board - through the Audit Committee - also analysed a number of other important areas connected with risks management and the Bank's security, such as: business continuity management, Bank's security in terms of information systems, counteracting money laundering, litigations.
In accordance with the competencies defined in the Banking Law Act and the respective internal regulations of the Bank and the UniCredit Group, the Board considered the motions and took decisions on transactions of credit nature concerning members of the Supervisory Board and Management Board, the persons holding managerial positions at the Bank, the entities related to such persons and the entities included in the list of "corporate officers" of the UniCredit Group.
Performing its statutory duties, the Board analysed and assessed the motions and reports addressed by the Management Board to the General Meeting.
The Board issued opinions on quarterly and semi-annual consolidated financial statements of the Capital Group of Bank Pekao S.A. prepared in accordance with the International Standards of Financial Reporting.
The Board also got acquainted with the recommendations of the internal auditor issued after examination of the financial statement for 2007 and acknowledged the information on the position of the Management Board regarding the content of the aforementioned recommendations and the status of their implementation.
The Board also performed an in-depth analysis of other areas and fields of the Bank's activity, including in particular such fields and areas as: (i) the Bank's position viewed against the background of the banking sector, (ii) macroeconomic conditions and the Bank's environment, (iii) relations with investors and analysts, and (iv) activity of particular committees of the Board.
The Board was interested in functioning of internal audit at the Bank and in implementation of the plan of internal control in 2008. The Supervisory Board analysed on a semi-annual basis the reports on activity of the Internal Audit Department. The Board also considered the information on the annual review of the Internal Control System at the Bank.
The year 2008 was the first year for the Bank to apply the guidelines of the Basel Committee - Basel II (New Capital Accord) for the purposes of calculation of capital requirement and capital adequacy ratio. The Board attached much weight to implementation of undertakings connected with compliance of the Bank with requirements of NCA. The Board approved the Internal Capital Adequacy Assessment Procedure (ICAAP) regulating in detail the following processes: (i) internal capital estimation, (ii) capital management, and (iii) capital planning, and it also considered and accepted the report on annual review of the ICAAP process which had been performed by the Internal Audit Department.
The Supervisory Board also analysed the financial performance of subsidiary companies of the Bank, considering, among other things, a detailed report on activity of those companies and issued positive opinion on the motions concerning transactions referring to subsidiary companies, i.e. sale of the organised part of the enterprise: CDM Pekao S.A. connected with investment activity, contributing additional capital to the Company: Xelion. Doradcy Finansowi Sp. z o.o. and integration of leasing companies.
Assessment of reports of the Management Board on activity of the Bank and the Capital Group in 2008, financial statements of the Bank and the Capital Group for 2008, as well as the motion of the Management Board concerning distribution of net profit for 2008.
The Supervisory Board of Bank Pekao S.A., acting pursuant to art. 382 § 3 of the Code of Commercial Companies and performing its statutory duties, assessed the reports of the Management Board and the Capital Group in 2008 as well as financial statements of the Bank and the Capital Group for 2008 from the standpoint of their compliance with the books and documents and factual state.
As a result of this assessment and after getting acquainted with opinions and reports of the auditor, KPMG Audyt Sp. z o.o. from audit of financial statements of Bank Pekao S.A. for 2008 and consolidated financial statements of Capital Group of Bank Pekao S.A. for 2008 the Supervisory Board issues a positive opinion on the achieved results and recommends to the General Meeting adoption of resolutions approving those statements and reports.
When drawing up such recommendation, the Board considered the fact that:
the Bank generated a net profit in the amount of 3.345,8 mln PLN; the consolidated net profit of the Pekao S.A. Group amounted to 3.528,0 mln PLN, return on equity (ROE) of the Bank amounted to 23,3%, and the consolidated ROE: 23,5%. The high effectiveness of operation is supported by a strong capital and liquidity structure of the Group. As at the end of 2008, the capital adequacy ratio for the Group amounted to 12,22%, whereas the ratio of loans to deposits was 90,8%, which allows for further stable and safe development of the Bank and the Group,
the Bank achieved very good results in spite of the fact that since the beginning of the year the market conditions of business activity remained under pressure of difficult situation on international financial markets and on the Warsaw Stock Exchange,
in 2008, the Bank and the companies of the Group continued effective costs management in spite of necessity to pay costs related to integration. As a result, the cost/income ratio remained at a low level and amounted to 45,5%,
the Bank effectively managed its credit risk, which was supported by a conservative policy in this respect. Thanks to the conservative approach to such policy, the Bank achieved further improvement in quality of assets and the cost of credit risk decreased to the level of 0,4 p.p.
The Supervisory Board assessed the motion of the Management Board concerning distribution of net profit for 2008.
The Supervisory Board gave its positive opinion concerning this motion and decided to recommend to the General Meeting the distribution of the net profit of Bank Polska Kasa Opieki S.A. for 2008 in the amount of 3,345,844,759.58 PLN in such such way that:
the amount of 3,245,844,759.58 PLN is allocated to reserve equities,
the amount of 100,000,000.00 PLN is allocated to general risk fund.
Such a recommendation will contribute to achieve an extremely high level of capital adequacy ratio what is especially important in the circumstances of volatility of the macroeconomic environment and allowing the Bank to be in a privileged position to capture business opportunities moving forward.
In accordance with Code of Best Practice for WSE Listed Companies, the Supervisory Board prepared the assessment of standing of the Bank in 2008 and evaluation of work of the Supervisory Board in 2008. These documents are attached to this Report.
Assessing the Management Board, the Supervisory Board took into account, among other things: (i) good financial performance, (ii) leading position in the Polish banking sector, (iii) high level of the Bank's safety (iv) effectiveness of operational activity, (v) effective and consistent risk management, (vi) structural strength of the balance sheet and capital, (vii) tight cost control, and (viii) effective internal audit.
Bank Pekao S.A. has strong foundations to take full advantage of the opportunities of sustainable development and to improve effectiveness further. The Bank is well prepared for the challenges of 2009, resulting from the global financial crisis and expected economic slowdown in Poland, thanks to healthy balance sheet, strong capital base, conservative approach to risk and the relatively little dependence on foreign currency mortgage loans.
In the opinion of the Supervisory Board, the potential and strong foundations of Bank Pekao S.A. as well as its readiness to face the forthcoming challenges provide ground to expect the solid commercial and financial results to be achieved this year and in the following years.
Given the above, the Supervisory Board recommends to the General Meeting, in accordance with art. 395 § 2 p. 3 of the Code of Commercial Companies, to acknowledge fulfilment of duties by members of the Management Board, Messrs Jan Krzysztof Bielecki, Luigi Lovaglio, Paolo Iannone, Katarzyna Niezgoda, Grzegorz Piwowar and Marian Ważyński in 2008, Mr Przemysław Gdański in the period from 1 January 2008 to 9 May 2008, Mr Christopher Kosmider in the period from 1 January 2008 to 4 June 2008, Mr Andrzej Kopyrski in the period from 4 June 2008 to 31 December 2008 and Messrs Diego Biondo and Marco Iannaccone from 11 December 2008 to 31 December 2008.
Taking into consideration the activity in 2008 presented above, the Supervisory Board recommends to the General Meeting, in accordance with art. 395 § 2 p. 3 of the Code of Commercial Companies, to acknowledge fulfilment of duties by members of the Supervisory Board, Messrs Jerzy Woźnicki, Paolo Fiorentino, Federico Ghizzoni, Paweł Dangel, Fausto Galmarini, Oliver Greene, Enrico Pavoni, Leszek Pawłowicz and Krzysztof Pawłowski in 2008.
Report on the Activity of Audit Committee in 2008
Composition
The Audit Committee comprises five members of whom three are independent Directors and two are Directors that are affiliated with the UniCredit Group. The Members of the Audit Committee are: Paolo Fiorentino, Federico Ghizzoni, Oliver Greene (Chair), Leszek Pawłowicz and Jerzy Woźnicki. Messrs Greene, Pawłowicz and Woźnicki are considered to be independent. There were no changes in the composition of the Committee during the period.
Audit Committee Responsibilities and Remuneration of the Members
No change has been made to the scope of responsibilities of the AC during the year.
The President and General Manager of the Management Board as well as other Members of management whose functions are relevant to the meeting agenda attend the Committee meetings. The Committee also meets in private with the External Auditors.
Semi-annually the Audit Committee formally reports to the Supervisory Board on the work it has undertaken together with any recommendations thereon.
The Members of the Audit Committee receive no remuneration additional to that they receive as Members of the Supervisory Board.
Appointment of Auditors
KPMG has been appointed to be External Auditor for the years 2007-2009 in line with the UniCredit Group policy to have one auditor for the Group and they continued their assignment during the period.
Provision of non-audit services by the External Auditors.
The Bank's general policy is to safeguard the independence of the audit function by limiting the services provided by the External Auditor to those it performs as auditor. The provision of any other service requires approval from the Audit Committee and from the Supervisory Board.
Audit Committee Meetings
During 2008 the Audit Committee met 9 times [25 Jan, 10 and 20 March, 23 April, 04 June, 09 Sept, 09 Oct, 05 Nov, 11 Dec]. Two of these meetings were scheduled to coincide with the submission of the 2007 Year-end and 2008 Interim financial statements to the Supervisory Board for approval.
Principal Functions performed by the Audit Committee during 2008
The Committee received and reviewed with the Management and with the External Auditors as required:
The Audited Consolidated Financial Statements for the year 2007 and recommended the approval of these to the Supervisory Board. Bearing in mind that the results for Pekao 285 in 2007 were pro-forma, the Committee concluded that these statements fairly represented the financial status of the Bank in accordance with International Financial Reporting Standards.
The limited review of statutory June 2008 half-year consolidated and standalone condensed financial statements under IFRS and additional consolidated reporting package for UniCredit and recommended to the Supervisory Board approval of the interim financial statements of the Bank and the Group. Again, bearing in mind that the results for Pekao 285 in 2007 were pro-forma, the Committee concluded that these statements fairly represented the financial status of the Bank in accordance with International Financial Reporting Standards.
Discussed with the Management the situation in the financial markets in the face of the financial crisis, in particular liquidity management.
Discussed with the Management the correspondence with the Financial Supervision Authority regarding distribution of net profit for 2007 and other matters.
Discussed matters related to other areas within the Committee terms of reference including reports on Risk Management (credit, operational and financial), Business Continuity Plan, Anti-Money Laundering, compliance issues, customer complaints, IT system security, MIFID Directive implementation and Italian "Savings Law" project aiming to ensure appropriate internal controls in preparing financial reports and accuracy of financial data.
Interviewed the Head of Legal Department on legal matters at court and made recommendations regarding the management of the Compliance Function.
Reviewed the regular updates on the status of completion of recommendations issued by the Banking Supervisory Authority and the Bank's External Auditors and the Management response thereto.
Reviewed the appointment of a Head of Compliance and the organisational separation of the Compliance Function from the Legal Department.
In relation to the Internal Audit Function the Committee also:
- Approved the 2008 Audit Plan and recommended its approval to the Supervisory Board.
Reviewed the quarterly reports of the Head of Internal Audit and the status of implementation of recommendations made to Senior Management in relation thereto.
Reviewed the report on Internal Audit ICAAP process review.
Reviewed a presentation on a new reporting tool for audit monitoring purposes introduced by the UniCredit Group Internal Audit Function.
Acknowledged the appointment of the new Head of the Internal Audit Department.
External Auditors
Members of the Committee have met with the External Auditors without Management present. Additional audit related work aimed to support the preparation of the documentation describing the process of preparing financial reports was assigned, with the Audit Committee's consent, to KPMG.
Conclusion
The Audit Committee considers that it has fulfilled its terms of reference for the year ended 31st December, 2008.
Report on the activity of Remuneration Committee in 2008
Remuneration Committee operates in the Bank following the Supervisory Board Resolution No. 2/00 as of January 24th, 2000 and according to the Rules of Procedure of the Supervisory Board of Bank Polska Kasa Opieki S.A. as of September 17th, 2003.
Members of the Committee have been:
Mr. Paolo Fiorentino - Chairman;
Mr. Federico Ghizzoni;
Mr. Enrico Pavoni;
Mr. Jerzy Woźnicki.
HR Division of Bank Pekao SA is preparing and submitting motions for the Committee decisions, which are then documented with appropriate minutes after each meeting.
2. The key duties of the Committee are related to:
setting the remuneration of the Management Board;
approving the remuneration policy for the Bank's Management;
submitting to the General Meeting of Shareholders the proposals on the remuneration of the Supervisory Board.
3. In 2008 six meetings took place (see the table below):
| MEETINGS | KEY TOPICS |
| March 10th, 2008 | - Management Board contracts' terms unification in scope of life insurance |
| April 23rd, 2008 | - Management Board 2007 MbO results settlement approval; |
| June 4th, 2008 | - New Board Member's contract terms approval |
| July 3rd, 2008 | - Management Board MbO 2008 scorecards approval together with bonus ranges and other contracts conditions of Board Members; |
| September 9th, 2008 | - UniCredit Long Term Incentive Plan 2008 - participation of Bank Pekao's Board Members |
| December 11th, 2008 | - Three of Board Members' contracts terms change approval |
The Remuneration Committee usually meets on "as needed" basis.
Report on the activity of Financial Committee in 2008
Financial Committee, which objective is to perform the supervision over the execution of financial targets, acts under the resolution of the Supervisory Board. Paolo Fiorentino, Federico Ghizzoni and Enrico Pavoni were appointed the Members of the Committee.
The Members of the Committee are advised by: Patryk Borzęcki, Alessandro Brusadelli, Valeria De Mori, Elena Goitini, Marco Iannaccone, Carlo Marini, Aldo Soprano and Francesco Vercesi. The advisors to the Members of the Committee are obliged to keep all the information obtained in the course of activities confidential.
The Committee activity and discussions in 2008 focused on:
aspects of operational integration of Bank Pekao S.A. with separated part of Bank BPH S.A.
current financial results,
analyses of deviation from the budget,
specific discussions regarding net interest margin, development of volumes of deposits and loans, credit risk and one-off transactions,
evaluation of the financial situation of the Bank in the light of the current situation on
the global financial markets and in the Polish banking system.
Assessment of standing of Bank Polska Kasa Opieki Spółka Akcyjna in 2008 prepared by the Supervisory Board in accordance with Code of Best Practice for WSE Listed Companies
The Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna assesses the results achieved by the Bank and the Pekao S.A. Group in 2008 positively. The Bank generated a net profit in the amount of 3.345,8 mln PLN; the consolidated net profit of the Pekao S.A. Group amounted to 3.528,0 mln PLN, return on equity (ROE) of the Bank amounted to 23,3%, and the consolidated ROE: 23,5%. The high effectiveness of operation is supported by a strong capital and liquidity structure of the Group. As at the end of 2008, the capital adequacy ratio for the Group amounted to 12,22%, whereas the ratio of loans to deposits was 90,8%, which allows for further stable and safe development of the Bank and the Group.
In 2008, the Bank achieved very good results in spite of the fact that since the beginning of the year the market conditions of business activity remained under pressure of difficult situation on international financial markets and on the Warsaw Stock Exchange. As a result, the valuation of assets of investment funds decreased further, which was accompanied by redemptions of participation units in those funds. The commercial activity of the Bank allowed to partially compensate a drop of commissions connected with investment funds with a higher net interest income.
In 2008, the Bank and the companies of the Group continued effective costs management in spite of necessity to pay costs related to integration. As a result, the cost/income ratio remained at a low level and amounted to 45,5%.
The Bank effectively managed its credit risk, which was supported by a conservative policy in this respect. Thanks to the consistent policy, the Bank achieved further improvement in quality of assets and the cost of credit risk decreased to the level of 0,4 p.p. It should be emphasised that the Bank continued its policy to offer mortgage loans only in PLN, and the earlier granted mortgage loans denominated in foreign currencies account for merely 7,2% of the whole credit portfolio. This policy, which over the last years was conducted against the trends in the Polish banking sector and preferences of clients, turned out to be justified in the conditions of weakened exchange rate of Polish currency resulting in drop of attractiveness of foreign currency loans and deterioration of clients' creditworthiness, and it was favourable to sustainable long-term growth in the long run.
As a result of the completed process of legal merger of Bank Pekao S.A. with the separated part of Bank BPH SA, (Pekao285), which was finalised on 29 November 2007, since the start of 2008 the Bank was involved in intensive works aimed at operational integration, i.e. integration of Pekao285 branches and migration of accounts and data concerning the clients serviced by those branches into the information systems of Bank Pekao S.A. This operation, which was the largest-scale operation in the history of the Polish banking sector, was carried out according to schedule within 6 months since the moment of legal merger, which was a great achievement of the Bank. The Bank effectively managed the operational risk associated with this process by identifying the particular risk areas and adopting the strategy of operational risk management aimed at ensuring a high level of security and the undisturbed continuity of services rendered to clients. The full operational integration was completed in May 2008.
In the opinion of the Supervisory Board, the economic and financial position of Bank Pekao S.A. is good. The Bank meets all the requirements of safe operation and capital adequacy and it ensures safety of funds deposited by clients.
The internal control system at Bank Pekao S.A. is based on three control levels - (i) control of processes, (ii) risk management and (iii) internal audit - which are assigned to different structures and departments in order to limit the risk associated with credit activity, financial activity and operational activity. This system is characterised by a complete, comprehensive approach. The dedicated structures fully cover the most important risk areas at the aforementioned three levels of control. The Management Board of the Bank regularly analyses the reports on activity of the Internal Audit Department and it supervises the implementation of recommendations and remarks resulting from audits. The Supervisory Board and the Audit Committee approve the plan of internal audit for the given year and consider periodic reports on activity of the Internal Audit Department. The Supervisory Board assesses very well the co-operation with the Internal Audit Department.
The Supervisory Board positively assesses the risks management system existing at the Bank. This system covers the risks resulting from financial instruments, i.e. credit risk, financial risk (liquidity risks, interest rate risk and foreign exchange risk) as well as operational risk and compliance risk. The risks management has a comprehensive, consolidated nature and it covers all the Bank's units and subsidiary companies. The financial and operational risk management is exercised by the Risks Management Division supervised by Vice President, Diego Biondo, whereas the compliance risk is managed by the Compliance Office supervised by President of the Management Board. Jan Krzysztof Bielecki. The Management Board is responsible for accomplishing the strategic goals related to risks management, whereas the Supervisory Board exercises supervision of compliance of the Bank's policy in terms of assuming the risk with the strategy and financial plan of the Bank. An important role in managing the risks is played by the committees which operate within the structure of the Bank's Head Office: the Credit Committee of the Bank with respect to credit risk management, the Assets, Liabilities and Risk Committee with respect to financial risk management, the Bank's Security Committee with respect to operational risk management. The effective risks management is one of the strong assets of the Bank.
The year 2008 was the first year for the Bank to apply the guidelines of the Basel Committee - Basel II (New Capital Accord) for the purposes of calculation of capital requirement and capital adequacy ratio. In accordance with the supervision requirements, the Management Board exercised direct supervision of the Bank's compliance with requirements of the New Capital Accord (NCA) and was informed about all undertakings and their results connected implementation of NCA. Such undertakings included, among other things, working out of the Internal Capital Adequacy Assessment Procedure (ICAAP) regulating in detail the following processes: (i) internal capital estimation, (ii) capital management, and (iii) capital planning. This Procedure was adopted by the Management Board of the Bank and approved by the Supervisory Board. Starting from 1 January 2008, the Bank calculates the capital requirement according to standard method, while at the same time there are pending intensive works aimed at implementation of advanced methods of calculation of capital requirement for credit risk (IRB advanced methods) and operational risk (AMA advanced methods). The Supervisory Board positively assesses the Bank's actions in the above-mentioned respect.
Summing up, the Supervisory Board assesses the situation of the Bank as good. This assessment is justified by: (i) good financial performance, (ii) leading position in the Polish banking sector, (iii) high level of the Bank's safety (iv) effectiveness of operational activity, (v) effective and consistent risk management, (vi) structural strength of the balance sheet and capital, (vii) tight cost control, and (viii) effective internal audit.
Bank Pekao S.A. has strong foundations to take full advantage of the opportunities of sustainable development and to improve effectiveness further. The Bank is well prepared for the challenges of 2009, resulting from the global financial crisis and expected economic slowdown in Poland, thanks to healthy balance sheet, strong capital base, conservative approach to risk and the relatively little dependence on foreign currency mortgage loans.
In the opinion of the Supervisory Board, the potential and strong foundations of Bank Pekao S.A. as well as its readiness to face the forthcoming challenges provide ground to expect the solid commercial and financial results to be achieved this year and in the following years.
Evaluation of work of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2008 prepared by the Supervisory Board in accordance with Code of Best Practice for WSE Listed Companies
a) Evaluation of composition and organisation of the Supervisory Board
The Supervisory Board of Bank Pekao S.A. consists of nine members.
In 2008 the composition of the Supervisory Board was the following:
Jerzy Woźnicki - Chairman,
Paolo Fiorentino - Deputy Chairman, Secretary of the Board,
Federico Ghizzoni - Deputy Chairman,
Members:
Paweł Dangel,
Fausto Galmarini,
Oliver Greene,
Enrico Pavoni,
Leszek Pawłowicz,
Krzysztof Pawłowski.
In 2008 the following committees of the Supervisory Board continued their activity: (i) audit committee, (ii) remuneration committee and (iii) finance committee.
Members of the Audit Committee are: O.Greene - Chairman, P.Fiorentino, F.Ghizzoni, L.Pawłowicz and J.Woźnicki.
Members of the Remuneration Committee are: P.Fiorentino - Chairman, F.Ghizzoni, E.Pavoni and J.Woźnicki.
Members of the Finance Committee are: P.Fiorentino, F.Ghizzoni and E.Pavoni.
The Supervisory Board is organised in a way adequate to the requirements envisaged in the Code of Commercial Companies, in the Bank's Statute and adequately to the needs of the Bank. The Board is composed of Chairman and two Deputy Chairmen. One of the Deputy Chairmen, Mr P.Fiorentino, performs at the same time the function of Secretary. Having two Deputy Chairmen on the Board exerts a positive influence upon the Board's work and makes it possible to take decisions effectively in case of absence of Chairman.
The Supervisory Board Committees make the operation of the Board efficient and they guarantee that decisions taken at the Board meetings are considered after detailed analysis of the case.
According to requirements set forth in § 14 par. 3 of the Statute, at least half of the members of the Supervisory Board, including Chairman of the Supervisory Board, i.e. five members of the Board, Messrs J.Woźnicki, P.Dangel, E.Pavoni, L.Pawłowicz and K.Pawłowski, possess testimonials of good knowledge of the banking market in Poland due to the joint fulfilment of the following criteria:
possession of professional experience on the Polish market suitable for the performed supervisory function in the Bank,
permanent place of domicile in Poland,
knowledge of the Polish language.
According to declarations presented by the Board members, six members of the Supervisory Board satisfy the independence criteria defined in § 14 par. 5 of the Bank's Statute, i.e. Messrs J.Woźnicki, P.Dangel, O.Greene, E.Pavoni, L.Pawłowicz, K.Pawłowski. Whereas Messrs P.Fiorentino, F.Ghizzoni and F.Galmarini perform managerial and supervisory functions within the UniCredit Group which is a strategic investor of the Bank.
In the assessment of the Supervisory Board, the number of independent Board members ensures control in case of any essential conflict of interest involving Board members. The independent members of the Supervisory Board are free of any associations that might bear a material impact upon their capacity to take impartial decisions and they play an effective role in the key areas of the Board's operation, and particularly in the Audit Committee.
b) Evaluation of members of the Supervisory Board, including their work on the Board Committees
The Board members have the required diversity of knowledge and experience and devote to their duties the necessary time and attention. In their work they are guided by the interest of the Bank as well as independent judgements and opinions. The Board members come from different environments. Among them there are bankers, representatives of business circles and representatives of institutions of higher education. Such diversity has a positive influence upon the Board's work because it allows to view the Bank's matters from different perspective. The composition of the Supervisory Board has an international nature. Among the Board members there are Poles, Italians and a British citizen who represent different business cultures and have different experiences in this respect. All the aforementioned features enrich the Board as well as strengthen its independence and effectiveness in exercising supervision of the Bank's activity.
Prof. Jerzy Woźnicki has been a Member of the Supervisory Board of Bank Pekao S.A. since 10 September 1999. Until 19 January 2005 he performed the function of Deputy Chairman of the Board, and he has been the Board's Chairman since 20 January 2005. Mr. J.Woźnicki is a professor of technical sciences. He was Dean of the Electronics and IT Faculty at the Warsaw University of Technology and then Rector of the Warsaw University of Technology where he has gone through all the levels of scientific career from assistantship to the position of full professor. The scope of his research activity covers besides IT the issues concerning the society of knowledge and knowledge-based economy. For many years Prof. J.Woźnicki has been related to economic activities. He was inter alia President of Softex Sp. z o.o., Deputy Chairman of the Supervisory Board of PKN Orlen S.A., member of the Board of Innovation Centre FIRE. During 9,5 years of work on the Supervisory Board of Bank Pekao S.A., Prof. J.Woźnicki has gained a considerable expertise and experience in terms of banking and operation of the Bank. As Chairman of the Board he is a competent person knowing very well the procedures and effectively managing the Board's works. Prof. J.Woźnicki acts actively for proper relations between the Bank and financial supervision in Poland. Mr Chairman organises the Board's work very well and he takes care about effectiveness of decision-making process. Mr. J.Woźnicki also actively participates in works of the Audit Committee and Remuneration Committee.
Mr Paolo Fiorentino has been a Member of the Supervisory Board, its Deputy Chairman and Secretary since 4 November 2003. He performs the function of Deputy CEO of UniCredit Group and is responsible, among other things, for the Division of Global Banking Services. He is also CEO of Banca di Roma. Mr P.Fiorentino is the exceptionally competent person knowing the overall banking activity taking into consideration the fact that during his rich professional career he has dealt with all aspects of banking at various decision-making levels. He also knows the overall activity of Bank Pekao S.A. very well because in the years 1999-2003 he held the position of Vice President of the Management Board, COO. The expertise and experience of Mr P.Fiorentino are of vital significance to the Supervisory Board's work. His recommendations, comments and remarks concerning the operation of the Bank are very valuable and they refer not only to the current activity but also to issues of strategic nature. Mr Fiorentino is a member of the Audit Committee and Finance Committee and he manages the works of the Remuneration Committee.
Mr Federico Ghizzoni has been a Member of the Supervisory Board and its Vice Chairman since 25 July 2007. Since the beginning of his professional career he has been associated with UniCredit in which he has performed a number of managerial functions both in Italy and abroad. Within the UniCredit Group he is currently the Head of Polish Markets Division. Mr F.Ghizzoni also knows the Polish banking market very well because in the years 2000-2002 he worked as Executive Director responsible for corporate and international banking of Bank Pekao S.A. Mr F.Ghizzoni is a very competent person having the big expertise and experience in all aspects of banking activity. Within his work for the Board he focused both on strategic issues and on the current matters related to accomplishing the financial plan and risks management. He attached great importance to consistence and coordination of the Bank's operations with the activity of UniCredit Group. Mr F.Ghizzoni also actively participates in works of the Audit Committee, Remuneration Committee and Finance Committee.
Mr Paweł Dangel has been a Member of the Supervisory Board since 10 September 1999. He holds the position President of the Management Boards of Towarzystwo Ubezpieczeniowe Allianz Polska S.A. and Towarzystwo Ubezpieczeniowe Allianz Życie Polska SA. Before, he performed a number of managerial functions with insurance companies in Great Britain and Poland. He has a wide experience in insurance and finance. He is a competent person knowing the operation of financial institutions. President Dangel supports the Supervisory Board with his expertise primarily in terms of conditions of running business activity in Poland and in terms of financial risk management.
Mr Fausto Galmarini has been a Member of the Supervisory Board since 27 November 2000. Since the beginning of his professional career he has been associated with banking and financial institutions. For many years he held the position of Director of the Credit Department at UniCredito Italiano. Currently, he is CEO of UniCredit Factoring S.p.A. He has great competencies in terms of such issues as: credit risk management, segmentation of clients, cross-selling, assessment of credit portfolio quality, credit scoring and rating systems as well as loan workout. His knowledge in the above-mentioned respect constitutes a big support for the Supervisory Board. His recommendations and comments refer primarily to issues pertaining to credit risk management.
Mr Oliver Greene has been a Member of the Supervisory Board since 1 June 2004. In his rich professional career Mr. O.Greene has held a number of high managerial positions in the renowned financial institutions, i.e. Citibank, Bankers Trust Company, The Chase Manhattan Bank, Union Bank of Switzerland, European Bank for Reconstruction and Development. He has enormous knowledge and rich experience in corporate and international banking, planning and controlling, risks management, loan workout, mergers and acquisitions, leasing etc. He actively participates in the Supervisory Board's meetings. He examines all aspects of the Bank's activity with due diligence. Mr O.Greene attaches much weight to protection of interests of minority shareholders, good relations with investors and the co-operation with auditor and banking supervision. What is particularly worth-emphasising is the activity of Mr O.Greene as Chairman of the Audit Committee. Thanks to work and involvement of Mr Greene, this Committee operates according to the best practices and standards and supports the Board, among other things, in examining financial statements, exercising supervision of the internal audit function at the Bank, analysing the issues concerning risks management and the Bank's security etc.
Mr Enrico Pavoni has been a Member of the Supervisory Board since 10 September 1999. Since the beginning of his career he has been associated with the Fiat Group. He has been managing the interests of this Group in Poland since 1978. Currently, he holds the position of President of Fiat Auto Poland S.A. President Pavoni is a well-known person respected in Polish business circles and has a great contribution to development of Polish-Italian economic relations. His competencies and knowledge about conditions and prospects for running business activity in Poland are a significant contribution of his to the Board's work. Mr. E.Pavoni participates in works of the Remuneration Committee and Finance Committee.
Mr Leszek Pawłowicz has been a Member of the Supervisory Board since 8 January 1998. He is a professor of economic sciences at the University of Gdańsk, Director of the Gdańsk Banking Academy and Vice President of the Management Board of the Gdańsk Institute for Market Economics. He is also President of the Supervisory Board of Warsaw Stock Exchange. Professor L.Pawłowicz is an expert in banking and the author of numerous works and articles in this field. His enormous knowledge and experience is a substantial contribution to work of the Supervisory Board. During many years of his work on the Supervisory Board, Mr Professor has focused on all aspects of the Bank's activity. His recommendations and comments refer to both the macroeconomic situation and the position of the Bank viewed against the background of the banking sector as well as to the Bank's product offer, risks management and co-operation with banking supervision. Mr L.Pawłowicz also attaches much attention to the Bank's image and its relations with investors and analysts. He also actively participates in works of the Audit Committee and Remuneration Committee.
Dr Krzysztof Pawłowski has been a Member of the Supervisory Board since 25 July 2007. He was the founder and subsequently he became the rector and president of the Higher School of Business - National Louis University in Nowy Sącz as well as the founder and rector of the Higher School of Business in Tarnów. Mr K.Pawłowski is very active in Polish business circles. He has received a number of prestigious awards and distinctions, including the title of "Entrepreneur of the Year 2003" in the competition organised by Ernst&Young. His wide experience and big knowledge in terms of business activity are the substantial support for the works of the Supervisory Board.
c) Evaluation of activity of the Supervisory Board
In 2008, the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna exercised permanent supervision of the Bank's activity in accordance with rights and obligations provided for in the Code of Commercial Companies and the Bank's Statute.
In 2008 the Supervisory Board held 9 meetings, considered 112 pieces of information, analyses and motions and adopted 81 resolutions. The Board Committees operated actively providing the Board with substantial support to decision making process.
In 2008 the activity of the Board focused both on strategic issues as well as on the current issues. The Board attached much weight to the Bank's situation in view of global financial crisis, including the liquidity situation of the Bank. The particular areas of the Board's interest were risks management and the level of security of the Bank.
The Management Board currently informed the Supervisory Board about essential matters related to the Bank's activity and supported the Supervisory Board in decision making process presenting the required information and documents which were prepared at the high professional level. The Supervisory Board assesses its co-operation with the Management Board in 2008 as very good.
The good performance of the Bank in 2008, the achieved ratios in terms of risks and the high level of the Bank's security should also be considered as the result of effective operation of the Supervisory Board and the very well accomplished tasks and fulfilled duties imposed upon the Board.
Given the above, the work of the Supervisory Board in 2008 can be assessed as effective and compliant with the best practices.
Resolution No.
of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna
on approving the performance of duties by Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p. 1 and Art. 395 2 p. 3 of Code of the Commercial Companies 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, hereby receives approval of his duties performed in the period from 1st January till 31st December 2008.
§ 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 Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p. 1 and Art. 395 2 p. 3 of Code of the Commercial Companies and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1.
Mr. Paolo Fiorentino, Deputy Chairman, Secretary of the Supervisory Board, hereby receives approval of his duties performed in the period from 1st January till 31st December 2008.
§ 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 Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p. 1 and Art. 395 2 p. 3 of Code of the Commercial Companies and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1.
Mr. Federico Ghizzoni, Deputy Chairman of the Supervisory Board, hereby receives approval of his duties performed in the period from 1st January till 31st December 2008.
§ 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 Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p. 1 and Art. 395 2 p. 3 of Code of the Commercial Companies and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1.
Mr. Paweł Dangel, Member of the Supervisory Board, hereby receives approval of his duties performed in the period from 1st January till 31st December 2008.
§ 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 Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p. 1 and Art. 395 2 p. 3 of Code of the Commercial Companies and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1.
Mr. Fausto Galmarini, Member of the Supervisory Board, hereby receives approval of his duties performed in the period from 1st January till 31st December 2008.
§ 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 Member
of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p. 1 and Art. 395 2 p. 3 of Code of the Commercial Companies and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1.
Mr. Oliver Greene, Member of the Supervisory Board, hereby receives approval of his duties performed in the period from 1st January till 31st December 2008.
§ 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 Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p. 1 and Art. 395 2 p. 3 of Code of the Commercial Companies and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1.
Mr. Enrico Pavoni, Member of the Supervisory Board, hereby receives approval of his duties performed in the period from 1st January till 31st December 2008.
§ 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 Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p. 1 and Art. 395 2 p. 3 of Code of the Commercial Companies and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1.
Mr. Leszek Pawłowicz, Member of the Supervisory Board hereby receives approval of his duties performed in the period from 1st January till 31st December 2008.
§ 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 Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p. 1 and Art. 395 2 p. 3 of Code of the Commercial Companies and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1.
Mr. Krzysztof Pawłowski, Member of the Supervisory Board hereby receives approval of his duties performed in the period from 1st January till 31st December 2008.
§ 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 Member of the Management Board
of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p.1 and Art. 395 2 p.3 of Code the Commercial Companies and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1.
Mr. Jan Krzysztof Bielecki, President of the Management Board, CEO, hereby receives approval of his duties performed in the period from 1st January till 31st December 2008.
§ 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 Member of the Management Board
of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p.1 and Art. 395 2 p.3 of Code the Commercial Companies and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1.
Mr. Luigi Lovaglio, First Vice President of the Management Board, General Manager, hereby receives approval of his duties performed in the period from 1st January till 31st December 2008.
§ 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 Member of the Management Board
of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p.1 and Art. 395 2 p.3 of Code the Commercial Companies and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1.
Mr. Paolo Iannone, Vice President of the Management Board, hereby receives approval of his duties performed in the period from 1st January till 31st December 2008.
§ 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 Member of the Management Board
of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p.1 and Art. 395 2 p.3 of Code the Commercial Companies and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1.
Ms. Katarzyna Niezgoda-Walczak, Vice President of the Management Board, hereby receives approval of her duties performed in the period from 1st January till 31st December 2008.
§ 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 Member of the Management Board
of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p.1 and Art. 395 2 p.3 of Code the Commercial Companies 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, hereby receives approval of his duties performed in the period from 1st January till 31st December 2008.
§ 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 Member of the Management Board
of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p.1 and Art. 395 2 p.3 of Code the Commercial Companies 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, hereby receives approval of his duties performed in the period from 1st January till 31st December 2008.
§ 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 Member of the Management Board
of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p.1 and Art. 395 2 p.3 of Code the Commercial Companies and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1.
Mr. Przemysław Gdański, Vice President of the Management Board, hereby receives approval of his duties performed in the period from 1st January till 9th May 2008.
§ 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 Member of the Management Board
of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p.1 and Art. 395 2 p.3 of Code the Commercial Companies and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1.
Mr. Christopher Kosmider, Vice President of the Management Board, hereby receives approval of his duties performed in the period from 1st January till 4th June 2008.
§ 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 Member of the Management Board
of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p.1 and Art. 395 2 p.3 of Code the Commercial Companies 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, hereby receives approval of his duties performed in the period from 4th June till 31st December 2008.
§ 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 Member of the Management Board
of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p.1 and Art. 395 2 p.3 of Code the Commercial Companies 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, hereby receives approval of his duties performed in the period from 11th December till 31st December 2008.
§ 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 Member of the Management Board
of Bank Polska Kasa Opieki Spółka Akcyjna in 2008
Acting in accordance with Art. 393 p.1 and Art. 395 2 p.3 of Code the Commercial Companies and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:
§ 1.
Mr. Marco Iannaccone, Vice President of the Management Board, hereby receives approval of his duties performed in the period from 11th December till 31st December 2008.
§ 2.
The Resolution is enacted upon its adoption.
Resolution No.
of the General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna
on appointing the Members of the Supervisory Board for new common term of office
Acting in accordance with Art. 385 1 of Code the Commercial Companies and pursuant to § 13 p. 14 of the Bank's Statute, the General Meeting resolves as follows:
§ 1.
The General Meeting hereby appoints Mr./Mrs. ……………………………………… as a Member of the Supervisory Board, for the period of common term of office of the Supervisory Board, lasting three years, which will begin on 6th May 2009.
§ 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 appointing the Members of the Supervisory Board for new common term of office
On the date of holding of the Ordinary General Meeting of Bank Pekao S.A. on 5 May 2009 the mandates of members of the Supervisory Board shall expire as a result of expiration of common term of office of the members of the Board, lasting three years. In accordance with Art. 385 § 1 of Code of Commercial Companies and § 13 p. 14 of the Bank's Statute the General Meeting has the authority to appoint and recall members of the Supervisory Board.
The General Meeting of Shareholders of Bank Pekao S.A. determined the number of members of the Supervisory Board as nine persons.
Resolution No.
of the Ordinary General Meeting of
Bank Polska Kasa Opieki Spółka Akcyjna
on amendments to the Statute of Bank Polska Kasa Opieki Spółka Akcyjna
§ 1
Acting on the basis of Art. 430 § 1 of Commercial Companies Code and § 13 point 8 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting makes the amendments to the Statute in the following way:
1) after § 6 it is added § 6 a in wording:
"The Bank may perform for the companies of the Group, mentioned in § 1 section 2, supplementary banking and financial services, including but not limited to, services with respect to preparation, development and exploitation of software, processing data and constructing and using teleinformatic infrastructure and other specialized services.",
2) the name "UniCredito Italiano S.p.A." in § 1 section 2 and in § 22 section 4 is replaced with the name "UniCredit S.p.A.",
3) the name "Banking Group UniCredito Italiano" in § 1 section 2 and in § 23 is replaced with the name: "UniCredit Group".
§ 2
The amendments to the Statute, mentioned in § 1 becomes effective on the day of their registration in the National Court Register.
Justification of the resolution of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on amendments to the Statute of Bank Polska Kasa Opieki Spółka Akcyjna
The amendment to the Statute of the Bank consisting in implementation of § 6 a in wording: "The Bank may perform for the companies of the Group, mentioned in § 1 section 2, supplementary banking and financial services, including but not limited to, services with respect to preparation, development and exploitation of software, processing data and constructing and using teleinformatic infrastructure and other specialized services" is aimed at enabling the Bank provision, for the companies from Unicredit Group, of the supplementary banking and financial services and other specialized services such as IT services and payroll and employment service for the Companies. The provision of services by the Bank for interested companies of the Group, with the involvement technical, technological and organisational potential of the Bank will allow to achieve a synergy effect and decrease the costs of the Group activity. It will also enable to utilize the reserves of the Bank in terms of HR payroll system. The services will be rendered by the Bank only for the companies of UniCredit Group. While they will not be offered to entities outside of the Group.
The change of the name "Unicredito Italiano S.p.A." to "UniCredit S.p.A." and "Banking Group Unicredito Italiano" to "UniCredit Group" which was made in 2008, requires the change of the name of the company "Unicredito Italiano S.p.A." to "UniCredit S.p.A." in § 1 section 2 second sentence and § 22 section 4 of the Statute of the Bank and to the change of the name "Banking Group Unicredito Italiano" to "UniCredit Group" in § 1 section 2 first sentence and § 23 first sentence of the Statute of the Bank
The Supervisory Board recommended to General Meeting to adopt the resolution on amendments to the Statute of Bank Polska Kasa Opieki Spółka Akcyjna.
Resolution No.
of the Ordinary General Meeting of
Bank Polska Kasa Opieki Spółka Akcyjna
on adoption of the uniform text of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna
§ 1
Acting on the basis of Art. 430 § 1 of Commercial Companies Code and § 13 point 8 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting adopts the uniform text of the Statute of the Bank, consisting in the amendments made by the resolution No. ____ of the Ordinary General Meeting dated ________________2009, in the following wording:
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 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 Poland 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) Domestic Branches (inclusive of their respective sub-branches and banking services outlets) and abroad,
5) Other organizational units, including Corporate Customers Centers.
II. ACTIVITIES OF THE BANK
§ 6
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 and financial service 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) Issuing payment cards and performing operations with the use of such cards,
18) Keeping housing savings,
19) Providing consulting and advisory services in financial matters,
20) Acquiring or purchasing shares and rights arising from shares, shares of another legal entity not being a bank, or participation units in investment funds,
21) Taking up obligations relating to issuance of securities,
22) Trading and agency 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) Dealing in derivative instruments on own account and on order,
26) Conducting acquisition activities pursuant to regulations of the act on organisation and operation of pension funds,
27) Organizing and rendering financial services in leasing and factoring,
28) Agency sale of participation units or certificates of investments in the understanding of the law on investment funds,
29) Performing activities in insurance brokerage,
30) Rendering services in transportation of valuables,
31) Running the securities accounts,
32) 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,
33) Acting as an intermediary in carrying out money transfers and settlements in foreign exchange payments,
34) Issuing the instrument of electronic money,
35) Conducting vindication activity by order of banks,
36) Conducting brokerage activity,
37) Performing upon demand of other banks and credit institutions specified activities belonging to their scope of activity.
§ 6 a
The Bank may perform for the companies of the Group, mentioned in § 1 section 2, supplementary banking and financial services, including but not limited to, services with respect to preparation, development and exploitation of software, processing data and constructing and using teleinformatic infrastructure and other specialized services.
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 Ordinary General Meeting shall be convened by the Management Board of the Bank.
2. The Ordinary General Meeting should be held in June at least. Should the General Meeting of 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.
3. 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 the shareholders representing at least 1/10 of the statutory capital. These shareholders may also require introducing specific matters in the agenda of the next General Meeting. The requests for convening the General Meeting and for including specific matters on the agenda of the General Meeting should be justified.
4. Should the Management Board not satisfy the requirements of the Supervisory Board or shareholders within two weeks from the date the requirement was submitted, respectively the Supervisory Board or the shareholders shall have the right to convene the Extraordinary General Meeting pursuant to the authorisation of the court.
§ 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. Powers of attorney to attend and vote at the General Meeting shall be made in writing 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 ¾ majority of votes, upon prior consent of all present shareholders who submitted such motion.
§ 11
Each share of the Bank shall give right to one vote.
§ 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 the Code of Commercial Companies and 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,
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) Appoint the auditor,
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 subsidiaries or parent company,
2) does not perform and has not performed in the period of the last 3 years in the Bank, its subsidiaries or parent company a function of a member of the Management Board or other managerial function, irrespective of the legal form of employment,
3) is not and has not been in the period of the last 3 years a chartered public accountant or an employee of an entity providing auditing services in favour of the Bank, its subsidiaries or parent company,
4) is not a shareholder holding more than 5 % of votes at the General Meeting of Shareholders nor is employed by such shareholder,
5) is not receiving any additional remuneration, apart from the remuneration for membership in the Supervisory Board or any other proprietary benefits from the Bank, its subsidiaries or parent company, with the exception of benefits due to its as a consumer who concluded with the Bank, its subsidiary or parent company an agreement on standard terms and conditions,
6) is not and has not been during the period of the last 3 years a spouse, common-law spouse, relative or a kinsman of a member of the Management Board or an employee holding a managerial position in the Bank,
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,
8) does not have significant business relationships with the Bank, its subsidiaries or the parent company which could affect his/her independence, and,
9) in the event that the date of appointment falls within 3 years from the date of entry of the share capital increase of the Bank in the registry for a purpose of issuing shares to the shareholders of Bank BPH S.A in connection with the de-merger by spin-off of Bank BPH S.A., is free of the relations referred to in point 1, 2, 3 and 6 with respect to Bank BPH S.A., its subsidiaries and parent company.
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 of Shareholders.
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 another 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 the rights and obligations provided for in the Code of Commercial Companies and 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 Banking Supervisory Commission for approval to appoint two members of the Management Board, including the President of the Management Board,
7) Appointing, upon approval of the Banking Supervisory Commission, and recalling the President of the Management Board of the Bank in a secret ballot,
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, including the appointment of one member of the Management Board upon obtaining the approval of the Banking Supervisory Commission,
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) Issue of opinions on motions of the Bank's long-term development plans and 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 2,000,000 PLN. In other cases decisions are adopted by the Management Board of the Bank without necessity of acceptance of the Supervisory Board,
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
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) Deputy 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 fulfilment 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) Manage operations of the Management Board of the Bank,
2) Convene and preside over meetings of the Management Board,
3) Present the standpoint of the Management Board towards the organs of the Bank and in external relations, in particular towards the State organs,
4) 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,
5) Supervise the activity of basic organizational cells of the Head Office of the Bank performing tasks in the terms of: internal audit, legal service, macroeconomic analysis, corporate communication and the President's Office.
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 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. 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.
4. 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. 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.
§ 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 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 262.212.629,- ( two hundred sixty two million two hundred twelve thousand six hundred and twenty nine ) 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, 345.972 (three hundred forty five thousand nine hundred and seventy two) Series G bearer shares with the nominal 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 of Shareholders.
§ 27 a
The Bank's statutory capital was conditionally increased by Resolution No 7 of the Extraordinary General Meeting of Shareholders dated 25 July 2003 by the amount of 1.660.000,- (one million six hundred sixty thousand) PLN, by a way of issue 830,000 (eight hundred thirty thousand) Series F common bearer shares of the Bank with a nominal value of 1 (one) PLN each and 830,000 (eight hundred thirty thousand) Series G common bearer shares of the Bank with a nominal value of 1 (one) PLN, in order to grant rights of priority to take up shares to the holders of Series A, B, C and D registered bonds of the Bank with right to priority, issued pursuant to Resolution No 6 of the Extraordinary General Meeting of Shareholders dated 25 July 2003, with the exclusion of pre-emptive right on shares in relation to the existing shareholders of the Bank.
§ 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 of Shareholders:
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.
§ 34
The Bank shall create a general risk reserve to debit the costs in order to cover risks 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 of Shareholders.
§ 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 Internal Control System of the Bank shall include all regulations, procedures and organizational structures which - acting together - aim to ensure:
1) compliance with the strategy of the Bank,
2) effectiveness and efficiency of procedures,
3) protection of assets,
4) prevention of losses and errors,
5) security, stability and effectiveness of operations,
6) reliability and completeness of accounting and management information,
7) compliance of transactions with generally binding provisions of law, supervisory rules and internal policies, plans, regulations and procedures, and
8) support of the decision-making process.
2. The Internal Control System shall involve - in different roles - authorities of the Bank, individual units and organizational cells of the Bank, in particular being part of the Organization Division, as well as all employees of the Bank, and consists of the following types of control:
1) Line (including Functional) Control,
2) Risk Management (including Functional) Control, and
3) Internal Audit (Institutional Control).
3. The purpose of Functional Control shall be assurance of conformity of activities of the Bank with procedures, limits and provisions, reaction to shortcomings and failures and monitoring of the implementation of the given recommendation. This control is carried out by each employee within the scope, quality and correctness of his/her activities; and, additionally, by his/her supervisors and people co-operating therewith.
4. The purpose of the Line Control shall be assurance of correctness of operations. This control is carried out by the units of the Bank themselves (i.e. self and hierarchical control) and incorporated in procedures.
5. The purpose of the Risk Management Control shall be defining risk measurement methods, verifying observance of assigned limits, and controlling consistency of operations of Units with assigned risk return rate. This control shall be carried out by units other than units directly involved in the management of the given process and independent from any business activity.
6. The purpose of the Internal Audit (the Institutional Control) shall be the examination, assessment and recommendation of improvements to actual procedures and mechanisms of the Internal Control System and assessment of violations to rules and procedures. It is performed in an objective and independent manner by the Internal Audit unit, which is subordinated directly to the President of the Management Board. This unit also submits reports to the Supervisory Board.
7. 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.
8. The President of the Management Board of the Bank shall issue 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, including notices on convening the General Meeting shall be published by the Management Board of the Bank in the "Court and Business Monitor".
The financial report shall be published in the official journal: Dziennik Urzędowy Rzeczypospolitej Polskiej "Monitor Polski B".
§ 2
The resolution comes into force on the day of the registration of the amendments to the Statute of the Bank, in the National Court Register, made by the resolution __________ of the Ordinary General Meeting of the Bank Polska Kasa Opieki Spółka Akcyjna dated ________________ 2009.
Justification of the resolution of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on adoption of the uniform text of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna
Establishing the uniform text of the Statute of the Bank which includes all amendments made to the Statute is justified by the necessity to file such text with the registry court together with the motion for registration of the amendments to the Statute of the Bank.
The Supervisory Board recommended to General Meeting to adopt the resolution on adoption of the uniform text of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna.
Resolution No.
of the Ordinary General Meeting
of Bank Polska Kasa Opieki Spółka Akcyjna
on amendments to the Rules of Procedure of General Meetings
of Bank Polska Kasa Opieki Spółka Akcyjna
§ 1
Acting under § 12 Section 2 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting shall make the following amendments to the Rules of Procedure of General Meetings of Bank Polska Kasa Opieki Spółka Akcyjna:
the current § 2 saying: "§ 2. The sittings of General Meetings (hereinafter referred to as the "GM") shall be held in accordance with Commercial Companies Code, the Statute Bank Polska Kasa Opieki S A (hereinafter referred to as the "Statute of the Bank"), the act on public trading of securities, these Rules of Procedure and taking into consideration the Good Practices in Public Companies." shall be replaced with the following: "§ 2. The sittings of General Meetings (hereinafter referred to as the "GM") shall be held in accordance with Commercial Companies Code, Statute of Bank Polska Kasa Opieki Spółka Akcyjna (hereinafter referred to as the "Statute of the Bank"), the act as 29th July 2005 on public trading of financial instruments, these Rules and taking into consideration the recommendations and rules contained in document "Good Practices of WSE (Warsaw Stock Exchange) Listed Companies",
the current § 3 Section 1 Point 1 saying: "1) the shareholders, which at least a week before the GM, shall deposit with the Bank the registered deposit certificates issued by an entity operating the securities account, in accordance with the provisions of the Act on public trading of securities and shall not collect them before the end of the GM and" shall be replaced with the following: "1) the shareholders who at least 16 days before the GM, shall deposit with the Bank in the way determined in announcement on GM convening the registered deposit certificates issued by an entity operating the securities account, in accordance with the provisions of the Act on public trading of financial instruments and shall not collect them before the end of the GM, and",
in the current § 3 Section 2 saying: " The members of the Management Board of the Bank (hereinafter referred to as the "Management Board") and Supervisory Board (hereinafter referred to as the "Board") should also participate in the GM" the following words shall be added: " some participating members should be authorized to provide subject matter answers to the questions posed during the GM",
the current § 3 Section 6 saying: "6. 6. The power of proxy to act on behalf of the shareholder should be made in writing under the penalty of nullity." shall be replaced with the: "6. The power of proxy to act on behalf of the shareholder should be made in writing or in an electronic form. Granting power of proxy in an electronic form does not require a safe electronic signature verified by means of a valid qualified certificate.",
the current § 3 Section 8 saying: "8. The member of the Management Board and the employee of the Bank may not act as proxies during the GM" shall be replaced by the following: "8. If a proxy at the GM is an Management Board member, Board member, Bank's liquidator, Bank's employee or a member of a body or employee of the Bank's dependent company, the power of proxy may authorise such a person to represent the Bank only at one GM. Granting another power of proxy is in such a case precluded.",
the current § 3 Section 9 the second sentence saying: "Persons not indicated in the excerpts should present a written power of proxy" shall be replaced by the following: "Persons not indicated in the excerpts should present a power of proxy prepared in the form compliant with the provisions of section 6",
in the current § 6 Section 2 the following Point 9 shall be added: "9) expressing consent to record the course of GM with the use of devices recording voice or picture and to transmit the voice or picture outside the room where the GM is taking place.". Upon addition of point 9, the current point 9 shall become point 10.,
the current § 10 Section 8 saying: "8. Motions leading to change of the draft resolutions must be submitted to the Chairman of GM in writing" shall be replaced by the following: "8. Motion to the agenda of the GM, including motion for abandoning item placed in the agenda, submitted by a Shareholder to the GM Chairman, should be prepared in writing and contain justification enabling the resolution to be taken with due understanding and insight. Motion requesting changes in the draft should also contain the text of the resolution proposed by the Shareholder to be taken by the GM. The requirement to prepare the justification does not concern resolutions of organisational character.",
the current § 16 Sections 2 and 3 saying: "2. In the minutes the notary shall state the validity of convocation of the GM and its capability to adopt resolutions, contents of the resolutions adopted, number of votes cast in favour of each resolution and objections raised. Proof of convocation of GM shall be attached by the Management Board to the minutes. 3. Upon the request of the participant of the GM, his/her written statement shall be recorded in the minutes" shall be replaced by the following: "2. In the minutes of the GM validity of convocation of the GM shall be stated and its capability to adopt resolutions; shall be specified undertaken resolutions and for each resolution provided shall be the number of shares from which valid votes were passed, percentage share of these shares in the share capital, total number of valid votes, number of votes "for", "against" and "abstain", and submitted objections; moreover included shall be the texts of the motions submitted during the GM, first and last name of a person submitting the motion, first and last name of a person or name of a company on behalf of whom the motion was submitted and final decision related to that motion. 3. The minutes shall be accompanied by a list of participants of the General Meeting with their signatures. The proofs of the GM being convened shall be included in the book of minutes".
§ 2
Amendments to the Rules of Procedure of General Meetings of Bank Polska Kasa Opieki Spółka Akcyjna, specified in § 1, shall come into force at the following General Meeting of the Bank.
Justification of the resolution of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on amendments to the Rules of Procedure of General Meetings of Bank Polska Kasa Opieki Spółka Akcyjna
The amendments to the Rules of procedure of the General Meetings of the Bank are required in order to adjust the provisions of the Rules of Procedure of Bank General Meetings to the amended provisions of the Commercial Companies Code with the wording set forth in the Act Amending the Commercial Companies Code Act of 5 Dec. 2008 and the Act on Financial Instrument Trading (Journal of Laws of 2009 No. 13, item 69), which shall come into force on 3 Aug. 2009 and to ensure application, by the Bank and its shareholders, of corporate governance rules specified in "Good Practices of the Companies Listed in WSE", included in Appendix to Stock Exchange Council's Resolution No. 12/1170/2007 of 4 July 2007.
The proposed amendments in § 3 section 1 point 1, section 6, section 8 and section 9 and in § 16 section 2 and 3 of the Rules of Procedure of the General Meeting of the Bank will ensure compliance with the provisions of the Commercial Companies Code, which will come into force on 3 August 2009. The amendment to § 16 Section 2 and 3 is to implement, in the Rules of Procedure of General Meetings, provisions of art. 22c Section 1 of the Banking Act determining the obligatory contents of the Bank's General Meeting minutes. The amendments proposed to § 3 section 2, § 6 section 2 and § 10 section 8 are aimed at implementing to the corporate regulations of the Bank the rules of corporate governance included in points II.5, II.6, III.3 and IV.3 of "Good Practices WSE Listed Companies". Whereas the amendment to § 2 is aimed at updating the grounds for procedure of Bank's General Meeting mentioned in § 2, i.e. to replace the reference to the repealed Act on Public Securities Trading with a reference to the currently valid act on financial instrument trading and to replace the reference to the non-existing "Good Practices of Public Companies" with a reference to the currently valid "Good Practices of WSE Listed Companies"
Adoption by the Ordinary General Meeting of the Bank proposed by the Management Board amendments to the Rules of Procedure of the General Meetings will allow to their application by the Bank from 3 August 2009 during next summoned General Meetings. Thus according to the wording of § 19 section 2 of the Rules of Procedure "an amendment of these Rules shall enter into force beginning from the next GM". Making the amendments to the Rules of Procedure will ensure having by the Bank the regulations consistent with law.
The Supervisory Board recommended to General Meeting to adopt the resolution on adoption on amendments to the Rules of Procedure of General Meetings of Bank Polska Kasa Opieki Spółka Akcyjna.
Resolution No.
of the Ordinary General Meeting
of Bank Polska Kasa Opieki Spółka Akcyjna
on establishing the uniform text of the Rules of Procedure of the General Meetings of Bank Polska Kasa Opieki Spółka Akcyjna.
§ 1
Acting under § 12 section 2 of the Articles of Association of Bank Polska Kasa Opieki Spółka Akcyjna, Ordinary General Meeting of the Bank determines the consolidated text of the Rules of Procedure of the General Meetings of Bank Polska Kasa Opieki Spółka Akcyjna including changes introduced via resolution no. ____ of the Ordinary General Meeting of ________________2009 in the following rendering:
Rules of Procedure of the General Meetings of Bank Polska Kasa Opieki Spółka Akcyjna
§1
These Rules define the rules of conducting General Meetings of Bank Polska Kasa Opieki S A (hereinafter referred to as the "Bank").
§ 2
The sittings of General Meetings (hereinafter referred to as the "GM") shall be held in accordance with Commercial Companies Code, Statute of Bank Polska Kasa Opieki Spółka Akcyjna (hereinafter referred to as the "Statute of the Bank"), the act as 29th July 2005 on public trading of financial instruments, these Rules and taking into consideration the recommendations and rules contained in document "Good Practices of WSE (Warsaw Stock Exchange) Listed Companies",
§ 3
The following persons shall be entitled to participate in the GM and vote :
1. the shareholders who at least 16 days before the GM, shall deposit with the Bank in the way determined in announcement on GM convening the registered deposit certificates issued by an entity operating the securities account, in accordance with the provisions of the Act on public trading of financial instruments and shall not collect them before the end of the GM, and",
2. the representatives of shareholders referred to in point 1, which shall prove that they are duly authorized to act on their behalf,
The members of the Management Board of the Bank (hereinafter referred to as the "Management Board") and Supervisory Board (hereinafter referred to as the "Board") should also participate in the GM; some participating members should be authorized to provide subject matter answers to the questions posed during the GM.
The auditor should be present during the GM, which shall discuss financial matters, and especially during the ordinary GM.
The experts and guests invited by the Bank's governing body convening the meeting may participate in the GM.
Upon the consent of the Chairman of the GM the journalists may be present during the GM.
The power of proxy to act on behalf of the shareholder should be made in writing or in an electronic form. Granting power of proxy in an electronic form does not require a safe electronic signature verified by means of a valid qualified certificate.
The power of proxy, which was granted in a foreign language, should be translated into Polish by a certified translator.
If a proxy is an Management Board member, Board member, Bank's liquidator, Bank's employee or a member of a body or employee of the Bank's dependent company, the power of proxy may authorize such a person to represent the Bank only at one GM. Granting another power of proxy is in such a case precluded.
The representatives of legal persons are required to deposit the current excerpts from the relevant registers indicating the persons authorized to represent these entities. Persons do not indicated in the excerpts should present a power of proxy prepared in the form compliant with the provisions of section 6.
§ 4
The powers of the GM include all matters connected with activities of the Bank, which have been assigned, to it by the provisions of the Commercial Companies Code and the Statutes.
§5
The sitting of the GM shall be opened by the Chairman or Deputy Chairman of the Board and in case of their absence by one of the members of the Board. Should all of them be absent the GM shall be opened by the President of the Management Board or a person designated by the Management Board.
The person opening the GM should take steps leading to an election of the Chairman of GM (hereinafter referred to as the "Chairman") while refraining from making decisions regarding essential or formal matters.
§ 6
The Chairman should be elected in a secret vote from among the persons, which are entitled to participate in the GM. The candidate who gave its consent for his candidacy and received the majority of votes shall become the Chairman.
The duties and rights of the Chairman shall include inter alia:
1. making sure that the GM is held in an efficient manner and in accordance with its agenda and that the rights and interests of the shareholders are respected and especially counteracting against abuse of rights by the majority shareholders and making sure that rights of minority shareholders are respected; the Chairman may not without the GM's consent withdraw or change the order of the matters placed on the agenda
2. efficient management of the discussion, especially;
a. allowing the Participants of the GM to speak,
b. preparation, if necessary, of the list of the persons that have registered for discussion and determining the maximum amount of time per speech,
c. revoking of the participant's right to speak, especially when his/her statement concerns matters outside motion for granting the right to speak or is outside the scope of the agenda of the GM, violates the law or good customs or renders the correct conduct of the GM impossible;
deciding that voting should be held and supervising its process,
announcing the results of voting,
declaring whether the resolution has been adopted or not and announcing resolutions,
deciding on making short pauses pertaining to the order during the sitting of the GM,
making decisions regarding the doubts as to the application of these Rules,
cooperating with the notary preparing the minutes,
expressing consent to record the course of GM with the use of devices recording voice or picture and to transmit the voice or picture outside the room where the GM is taking place,
making other decisions pertaining to the order during the sitting of the GM.
3. A participant of the GM, which is entitled to vote, may appeal the decision of the Chairman. Appeal shall be resolved by GM by adopting a resolution on annulment of the decision of the Chairman.
4. The Chairman may make use of the assistance of lawyers and other experts present during the GM.
§7
Immediately after assuming its position the Chairman shall:
prepare and sign the attendance list of the participants of the GM,
declare that the GM has been correctly convened,
declare that the GM has the capability to adopt resolutions regarding the matters placed on the agenda,
inform the participants of the GM that people invited by Bank's governing bodies participate in the GM.
2. The attendance list shall include the following data:
the name and surname of the participant of the GM,
the information whether the participant of the GM is the shareholder or representative of a shareholder and in case of a representative - an indication of name and surname or business name of the represented shareholder,
an amount of shares represented by a participant of the GM,
an amount of votes assigned to a participant of the GM,
a signature of the participant of the GM on the attendance list.
After signing by the Chairman, the attendance list shall be displayed during the sitting of the GM.
Upon a motion of the shareholders representing one tenth of the share capital represented at the GM, the attendance list shall be checked by a committee elected for that purpose, which committee shall comprise of at least three persons. The persons who propose the motion may elect one member of the committee.