12 May 2016 15:09
UNOFFICIAL TRANSLATION
ANNOUNCEMENT ON CONVENING THE ORDINARY GENERAL MEETINGOF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA
The Management Board of Bank Polska Kasa Opieki Spółka Akcyjna with the seat in Warsaw at Grzybowska Str. 53/57, 00-950 Warsaw, registered in the Entrepreneurs Register held by the District Court for the Capital City of Warsaw, XII Economic Division of the National Court Register, under KRS no. 0000014843, entered intothe National Court Register on 2 July 2001 (hereinafter referred to as 'the Bank'), pursuant to Art. 399 § 1 and Art. 402 1 Art. 402 2 and Art. 395 § 1 of the Commercial Companies Code in connection with § 8 sec. 1 and 2 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, convenes the Ordinary General Meeting of the Bank.
The total number of shares of the Bank as at the date of announcement amounts to 262,470,034 and corresponds to 262,470,034 votes.
I DATE, HOUR AND VENUE OF THE ORDINARY GENERAL MEETING AND DETAILED AGENDA
The Management Board of the Bank convenes the Ordinary General Meeting of the Bank for the day of 16th June 2016 at 11.30 a.m., in Warsaw at Żwirki i Wigury Street 31 in building B of the Lipowy Office Park complex, with the following agenda:
1. Opening of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna.
2. Election of the Chairman of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna.
3. Concluding correctness of convening the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna and its capacity to adopt binding resolutions.
4. Election of the Voting Commission.
5. Adoption of the agenda of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna.
6. Consideration of the Management Board's report on the activities of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2015.
7. Consideration of the unconsolidated financial statements of Bank Polska Kasa Opieki Spółka Akcyjna for the period ended on 31 December 2015.
8. Consideration of the Management Board's report on the activities of Bank Polska Kasa Opieki Spółka Akcyjna Group for the year 2015.
9. Consideration of the consolidated financial statements of Bank Polska Kasa Opieki Spółka Akcyjna Group for the period ended on 31 December 2015.
10. Consideration of the motion of the Management Board of the Bank on distribution of the net profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2015.
11. Consideration of the report of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna on its activity in 2015 and the results of the performed assessment of: the reports on the activities of the Bank Polska Kasa Opieki Spółka Akcyjna and of Bank Polska Kasa Opieki Spółka Akcyjna Group for the year 2015, financial statements of Bank Polska Kasa Opieki Spółka Akcyjna and of Bank Polska Kasa Opieki Spółka Akcyjna Group for the period ended on 31st December 2015, and of the motion of the Management Board of the Bank on the distribution of the net profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2015 and the situation of Bank Polska Kasa Opieki Spółka Akcyjna.
12. Adoption of the resolutions on:
1) approving the Management Board's report on the activities of Bank Polska Kasa Opieki S.A. for the year 2015,
2) approving the unconsolidated financial statements of Bank Polska Kasa Opieki S.A. for the period ended on 31 December 2015,
3) approving the Management Board's report on the activities of Bank Polska Kasa Opieki S.A. Group for the year 2015,
4) approving the consolidated financial statements of Bank Polska Kasa Opieki S.A. Group for the period ended on 31 December 2015,
5) distribution of net profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2015,
6) approving the report of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna on its activity in 2015,
7) approving the performance of duties by Members of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2015,
8) approving the performance of duties by Members of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2015.
13. Perform assessment of the Remuneration Policy of Bank Polska Kasa Opieki Spółka Akcyjna in the year 2015 and adoption of the resolution in this matter.
14. Approval of the maximum proportion ratio between variable and fixed component of remuneration for the Managerial Position in Bank Polska Kasa Opieki Spółka Akcyjna after consideration of Management Board's recommendation in this matter.
15. Presentation by the Supervisory Board of the Report from the assessment of the application by Bank Polska Kasa Opieki Spółka Akcyjna of the Principles of Corporate Governance for Supervised Institutions in the year 2015.
16. Adoption of the resolutions on appointing Members of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna for the new, common term of office, including assessment of fulfilment of the suitability requirements.
17. Consideration of the motion and adoption of the resolution on amending the Statute of Bank Polska Kasa Opieki Spółka Akcyjna.
18. Consideration of the motion and adoption of the resolution on establishing the uniform text of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna.
19. Consideration of the motion and adoption of the resolution on amending the Rules of Procedure of the General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna.
20. Consideration of the motion and adoption of the resolution on establishing the uniform text of the Rules of Procedure of the General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna.
21. Closing of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna.
II DAY OF REGISTRATION OF PARTICIPATION IN THE ORDINARY GENERAL MEETING OF THE BANK AND THE INFORMATION ABOUT THE RIGHT TO PARTICIPATE IN THE ORDINARY GENERAL MEETING OF THE BANK
The day of registration of participation in the Ordinary General Meeting of the Bank falls sixteen days before the date of the Ordinary General Meeting (registration date), i.e. on 31st May 2016. Only the persons being Shareholders of the Bank on 31st May 2016, i.e. on the date of registration of participation in the Ordinary General Meeting, are entitled to participate in the Ordinary General Meeting of the Bank.
At the request of the party eligible from dematerialized bearer shares of the Bank, presented no earlier than after the Ordinary General Meeting is announced, no later than on the first day after the registration date, i.e. no later than on 1st June 2016, an entity running the securities account shall issue a registered certificate about the right to participate in the Ordinary General Meeting.
The Management Board of the Bank shall determine a list of Shareholders entitled to participate in the Ordinary General Meeting based on a specification prepared by the National Depository for Securities Joint Stock Company, in accordance withthe regulations on trading in financial instruments.
III PROCEDURES CONCERNING PARTICIPATION IN THE ORDINARY GENERAL MEETING OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA AND EXERCISING THE VOTING RIGHTS
1. Information about the Shareholder's right to request to include specific issues in the agenda of the Ordinary General Meeting
A Shareholder or Shareholders who represent at least one-twentieth of the share capital of the Bank may request to include the specific issues in the agenda of the Ordinary General Meeting. A request of the Shareholder or the Shareholders should be presented to the Management Board of the Bank no later than twenty one days before the fixed date of the Ordinary General Meeting, i.e. no later than on 26th May 2016 inclusive.
The request should include a justification or a draft of the resolution concerning the proposed point of the agenda.
The request can be made in writing (i.e. it can be delivered personally upon confirmation of receipt, or it can be sent to the Bank upon confirmation of sending and receipt) at the address: Bank Polska Kasa Opieki Spółka Akcyjna, President's Office, Żwirki i Wigury Street 31, 02-091 Warsaw or in the electronic form (e-mail) by sending an e-mail message at e-mail address: wz@pekao.com.pl.
The proof that the above-mentioned request was submitted in due time will be the date of its receipt by the Bank, and in case of request submitted in the electronic form - the date of turning up of the aforementioned request in the electronic mail system of the Bank (the date of its entry into the mail server of the Bank). The above-mentioned request can be submitted with the use of the properly filled in and signed form downloaded from the website of the Bank, whereas in case of use of the electronic form it is required that the form and all the enclosed documents should be sent as attachments in the PDF format.
The Shareholder or the Shareholders requesting to include the specific issues in the agenda have to present, along with the request, the documents confirming their identity and eligibility to demand to include the specific issues in the agenda of the Ordinary General Meeting, in particular:
1) a certificate of deposit, or a certificate about the right to participate in the Ordinary General Meeting of the Bank, issued by the entity running the securities account, according to the provisions of trading in financial instruments, confirming that its addressee is the Shareholder of the Bank and he/she possesses the proper number of shares on the day of the submission of the request,
2) in case of a Shareholder being an individual - a copy of the ID card, passport or another document confirming his/her identity,
3) in case of a Shareholder other than an individual - a copy of an actual extract from the relevant register, and in case the right to represent a Shareholder does not arise from the relevant register - both the document(s) confirming the authorisation to represent the Shareholder and a copy or the original of an actual abstract fromthe relevant register.
A duty to attach the documents, referred to herein above, concerns both the Shareholders submitting the request in written as well as in the electronic form. The documents shall be attached in the form relevant for the request (a document on paper, or its copy or a scan and conversion into the PDF format). The Bank may take necessary actions with the aim to identify the Shareholder or the Shareholders and verify the validity of sent documents.
The Management Board of the Bank - without delay, however no later than eighteen days before the fixed date of the Ordinary General Meeting, i.e. no later than 29th May 2016 - will announce the changes in the agenda introduced at the request ofthe Shareholder or the Shareholders. The announcement concerning the new agenda will be published on the Bank's website www.pekao.com.pl and in the manner specified for providing current information, in accordance with the law on the public offering, conditions governing the introduction of financial instruments into organized trading and public companies.
2. Information about the Shareholder's right to present drafts of resolutions concerning the issues included in the agenda of the Ordinary General Meeting or the issues which are to be included in the agenda before the date of the Ordinary General Meeting
The Shareholder or the Shareholders of the Bank representing at least one twentieth of the share capital can, before the date of the Ordinary General Meeting, submit to the Bank in writing (i.e. deliver personally upon confirmation of receipt, or send tothe Bank upon confirmation of sending and receipt) at the address of Bank Polska Kasa Opieki Spółka Akcyjna, President's Office, Żwirki i Wigury Street 31, 02-091 Warsaw or with the use of the means of electronic communication by sending an e-mail message at the dedicated e-mail address: wz@pekao.com.pl, the drafts of resolutions concerning the issues introduced into the agenda of the Ordinary General Meeting, or the issues which are to be introduced into the agenda. The aforementioned draftsof resolutions have to be presented to the Bank no later than 24 hours before the date of the Ordinary General Meeting as a result of the necessity to publish them by the Bank on the website. The proof that the above-mentioned drafts were submitted in due time will be the date and the time of their receipt by the Bank, and in case of the drafts submitted in the electronic form - the date and the time of turning up of the aforementioned drafts in the electronic mail system of the Bank (the date of their entry into the mail server of the Bank).
The drafts of resolutions can be submitted by a Shareholder with the use of the properly filled in and signed form downloaded from the Bank's website www.pekao.com.pl, whereas in case the electronic means of communication are used, it is required that the form and all the enclosed documents should be sent as attachments in the PDF format.
The drafts of resolutions shall be published without delay on the Bank's website www.pekao.com.pl
A Shareholder or Shareholders submitting the drafts of resolutions should present the documents confirming their identity and eligibility to submit the drafts of resolutions, in particular:
1) a certificate of deposit, or a certificate about the right to participate in the Ordinary General Meeting of the Bank, issued by the entity running the securities account, according to the regulations on trading in financial instruments, confirming that its addressee is a Shareholder of the Bank and he/she possesses the proper number of shares on the day of the submission of the request,
2) in case of a Shareholder being an individual - a copy of the ID card, passport or another document confirming his/her the identity,
3) in case of a Shareholder other than an individual - a copy of the actual extract from the relevant register, and in case the right to represent a Shareholder does not arise from the relevant register - both the document(s) confirmingthe authorisation to represent the Shareholder and a copy or the original ofan actual abstract from the relevant register.
A duty to attach the documents, referred to above, concerns both the Shareholders submitting the request in written as well as in the electronic form. The documents shall be attached in the form relevant for the request (a document on paper, or its copy or scan and conversion into the PDF format). The Bank may take necessary actions with the aim to identify the Shareholder or the Shareholders and verify the validity of sent documents.
3. Information about the Shareholder's right to present the drafts of resolutions concerning the issues introduced into the agenda during the Ordinary General Meeting
During the Ordinary General Meeting, each Shareholder can present the drafts of resolutions concerning the issues introduced into the agenda.
4. Information on exercising the voting right by a proxy holder, including in particular the information about the forms used during voting through a proxy, and about the way of notifying the Bank by means of electronic communication, about the appointment of a proxy holder
The Shareholders can participate in the Ordinary General Meeting or exercise the voting right personally or through a proxy.
A proxy holder exercises all the rights of the Shareholder at the Ordinary General Meeting, unless the proxy document stipulates otherwise. The proxy holder can grant further proxies if it results from the proxy document. The proxy holder can represent more than one Shareholder and he/she can vote differently from the shares of each Shareholder. A Shareholder of the Bank holding shares registered on more than one securities account may appoint separate proxy holders to exercise the rights from shares registered on each of the accounts. A Shareholder holding shares registered on an omnibus account can authorise separate proxy holders to exercise the rights from the shares registered on this account.
If the proxy holder at the Ordinary General Meeting is a Member of the Management Board, a Member of the Supervisory Board, an employee of the Bank, or a member of governing bodies, or an employee of the Bank's subsidiary company, then a proxy granted to him/her enables such a person to represent the Shareholder only at one Ordinary General Meeting. The proxy holder is obliged to reveal to the Shareholder the circumstances pointing out to the occurrence or the potential occurrence ofa conflict of interest. Granting further proxies is in such case excluded.
A proxy to participate in the Ordinary General Meeting and to exercise the voting right has to be granted in writing or in the electronic form. Granting a proxy in the electronic form does not require that a safe electronic signature verifiable bythe valid qualified certificate must be affixed to it. A proxy prepared in a foreign language should be translated into Polish by a sworn translator. A proxy not translated into the Polish language by a sworn translator does not produce legal effects.
A Shareholder can notify the Bank about the proxy granted in the electronic form by sending an electronic mail message to the dedicated e-mail address: wz@pekao.com.pl
In the notification about granting a proxy in the electronic form, the Bank's Shareholder shall provide his/her telephone number and e-mail address, as well as the telephone number of the proxy holder and the e-mail address of the proxy holder with the use of which the Bank will be able to communicate with the Shareholder and the proxy holder. In case of doubts, the Bank may take further actions in order to verify the validity of proxy granted in the electronic form and identification ofthe Shareholder and the proxy holder. The notification about granting a proxy should also include the scope of the proxy, i.e. indicate the number of shares from which the voting rights will be exercised and the date of the General Meeting at which these rights will be exercised. The copies of documents confirming the identity of the Shareholder (a scan and conversion into the PDF format) should be attached to the notification, and in particular:
1) in case of a Shareholder being an individual - a copy of the ID card, passport or another document confirming the identity,
2) in case of a Shareholder other than an individual - a copy of the actual extract from the relevant register, and in case the right to represent a Shareholder does not arise from the relevant register - both the document(s) confirming the authorisation to represent the Shareholder and a copy or the original of an actual abstract from the relevant register (updated as at the day when the proxy was granted).
The notification about granting a proxy in the electronic form has to be made no later than 24 hours before the date of the Ordinary General Meeting due to the need to perform verification actions. The Bank will take appropriate actions verifyingthe Shareholder and the proxy holder in order to check the validity of the proxy granted in the electronic form. Such a verification can be made in particular by a return question addressed via e-mail or telephone to the Shareholder or the proxy holder in order to confirm the fact of granting the proxy and its scope.
The Bank, on its website, shall make available to download a specimen form of notification about granting a proxy in the electronic form which can be used by a Shareholder to notify the Bank about granting a proxy in an electronic form. The form, after being duly completed in accordance with the instruction contained therein, should be sent by the Shareholder at the dedicated e-mail address indicated above.
While the attendance list is being made at the Ordinary General Meeting, a proxy holder who has been granted the proxy in the electronic form, is obliged to present a document confirming the fact that the proxy was granted in the electronic form and allowing to identify the Shareholder who made such a declaration, and a document allowing to identify the proxy holder.
The standard of the form allowing to exercise a voting right by the proxy holder containing data defined in Art. 4023 of the Commercial Companies Code, entitled 'The Form for Exercising the Voting Right by the Proxy Holder at the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna with the seat in Warsaw' has been published on the website of the Bank at the address www.pekao.com.pl. If the proxy holder votes with the use of the form, then he/she must deliver the form to the Chairman of the Ordinary General Meeting no later than before the end of voting concerning the resolution which, in accordance with the Shareholder's instruction, is to be voted with its use.
The representatives of legal persons should possess the up-to-date, i.e. from the last 3 months, original or a copy, certified by a notary public, of the extract from the relevant register, and if their right to represent the legal person does not result from the register, they should have a proxy in writing (in the original or a copy certified by a notary public) as well as the original or a copy of the extract from the relevant register, certified by a notary public, updated as at the date when the proxy was granted.
5. Information about the possibility and method of participation in the Ordinary General Meeting by means of electronic communication
Considering the fact that the Shareholding of the Bank is characterized by a large number of shareholders, geographical and linguistic diversity, which means that for the Bank to meet the requirements necessary to identify the shareholders correctly and to ensure the appropriate level of security of electronic communication it would be necessary to provide on the Bank's side highly advanced technical solutions which currently the Bank is not in possession of, in accordance with Art. 4065 § 2 of the Commercial Companies Code and § 8a sec. 2 of the Statute of the Bank, the Management Board of the Bank resolved not to allow participation with the use of electronic communication means in the Ordinary General Meeting of the Bank for the year 2015.
6. Information about the method and form of communication during the meeting of the Ordinary General Meeting of Shareholders by means of electronic communication
Taking into account the decision of the Management Board of the Bank, referred to the point 5, there is no need to determine the method and form of communication during the Ordinary General Meeting with the use of electronic communication means.
7. Information about the method of exercising voting right by correspondence as well as the way of executing the rights to vote and raising the objections to the resolutions by means of electronic communication
Taking into account the decision of the Management Board of the Bank, referred to in point 5, there is no need to determine the method of exercising voting rights and raising objections to the resolutions by means of electronic communication.
Rules of the Procedure of the General Meetings of the Bank do not provide for a possibility to exercise the voting right by correspondence.
IV POSSIBILITY TO OBTAIN INFORMATION CONCERNING THE GENERAL MEETING
The full documentation which is to be presented to the Ordinary General Meeting, together with the drafts of resolutions and information concerning the Ordinary General Meeting will be published on the website of the Bank at the address www.pekao.com.pl as of the date when the Ordinary General Meeting is convened.
A Shareholder entitled to participate in the Ordinary General Meeting may obtain in a paper form the full text of documentation which is to be presented to the Ordinary General Meeting, as well as the drafts of resolutions or comments of the Management Board or the Supervisory Board at the Bank's Head Office, in Warsaw at Żwirki i Wigury 31 Street, building B between 10.00 a.m. - 3.00 p.m. on working days.
V THE SHAREHOLDER'S ELECTRONIC COMMUNICATION WITH THE BANK
Taking into account the restrictions provided for in the Commercial Companies Code, the Shareholders of the Bank may contact the Bank by means of electronic communication. In particular, the Shareholders of the Bank can present motions, requests as well as send notifications and documents. The Shareholders can communicate with the Bank via electronic mail with the use of a specifically dedicated e-mail address: wz@pekao.com.pl
The Shareholder using the means of electronic communication bears the sole risk associated with the use of such means.
The Bank is responsible for the safety, confidentiality and processing in accordance with applicable laws of information included in documents sent electronically since the moment the documents are put in the electronic mail system of the Bank (delivery tothe email server of the Bank).
If the Shareholder sends to the Bank via electronic mail the documents the originals of which were prepared in the language other than the Polish language, then the Shareholder is obliged to attach the translation into the Polish language of those documents made by a sworn translator. Any documents sent by the Shareholder to the Bank, and by the Bank to the Shareholder via electronic mail should be scanned and converted into the PDF format.
VI LIST OF SHAREHOLDERS
The list of Shareholders entitled to participate in the Ordinary General Meeting will be made public in the seat of the Bank at the address Warsaw, Żwirki i Wigury Street 31, building B as of 13th June 2016.
A Shareholder of the Company may request to be sent the list of Shareholders entitled to participate in the Ordinary General Meeting free of charge by electronic mail, providing his/her e-mail address at which the list should be sent.
Pursuant to Art. 407 § 2 of the Commercial Companies Code, the Shareholder of the Bank has the right to request the copies of motions concerning the issues covered by the agenda to be delivered one week before the Ordinary General Meeting, i.e. as of 9th June 2016.
VII THE ADDRESS OF THE WEBSITE ON WHICH THE INFORMATION CONCERNING THE ORDINARY GENERAL MEETING WILL BE MADE AVAILABLE
All the information and forms concerning the Ordinary General Meeting shall be made available on the following website of the Bank www.pekao.com.pl
VIII OTHER INFORMATION
1. Pursuant to Art. 402 § 2 of the Code of Commercial Companies, in connection with the proposed amendments to the Bank Statute, the Management Board is informing about the previously applicable provisions of the Bank's Statute, as well as the content of the proposed their wording.
The amendments to the Bank Statute, proposed by the Bank Management Board, consist of:
1. giving § 5 of Bank Statute in current wording:
"§ 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".
following wording:
"§ 5 The Bank's organizational structure shall comprise:
1) the Head Office of the Bank,
2) operational units at the Head Office of the Bank,
3) Regions,
4) Branches,
5) Other organizational units".
2. giving § 6 point 17) of Bank Statute in current wording:
17) Issuing payment cards and performing operations with the use of such cards;"
following wording:
"17) Providing payment services and performing activities connected with these services and issuing electronic money,"
with parallel deletion of § 6 point 32) of Bank Statute in current wording:
"32) Issuing the instrument of electronic money"
3. deleting § 6 point 25) of Bank Statute in current wording:
"25) Conducting acquisition activities pursuant to regulations of the act on organization and operation of pension funds,"
and changing hitherto points 26) - 37) of the bank Statute to numbering accordingly to 25) - 35).
4. giving hitherto § 6 point 37) of Bank Statute in current wording:
"37) Performing the following activities not classified as brokerage activity:
a) acceptance and transfer of orders to acquire or dispose of financial instruments,
b) execution of the orders referred to in point a, for the account of the customer,
c) acquisition or disposal for the own account of financial instruments,
d) offering of financial instruments,
e) investment advice,
f) provision of services under standby underwriting agreements and firm commitment underwriting agreements or execution and performance of other similar agreements on financial instruments,
with a reservation that the activities specified in letters a)-f) can only involve securities issued by the State Treasury or the National Bank of Poland or other financial instruments and bonds precluded from the organized trading system, specified in Art. 39p sec. 1 of the Act of 27th October 1994 on paid motorways and the National Road Fund."
following wording:
"35) Performing the following activities not classified as brokerage activity:
a) acceptance and transfer of orders to acquire or dispose of financial instruments,
b) execution of the orders referred to in point a, for the account of the customer,
c) acquisition or disposal for the own account of financial instruments,
d) offering of financial instruments,
e) investment advice,
f) provision of services under standby underwriting agreements and firm commitment underwriting agreements or execution and performance of other similar agreements on financial instruments,
with a reservation that the activities specified in letters a)-e) can only involve securities issued by the State Treasury or the National Bank of Poland or other financial instruments and bonds precluded from the organized trading system, specified in Art. 39p sec. 1 of the Act of 27th October 1994 on paid motorways and the National Road Fund, while with regard to activities specified in letter c), also tradable bonds, letters of lien, or other sellable securities incorporating material rights equivalent to rights arising from the taken debt, other than specified above or derivatives whose base instruments are bonds, letters of lien, other sellable securities incorporating material rights equivalent to rights arising from taken debt, interest rate or currency."
5. marking existing content of § 6 of the Bank Statute as section 1 and, after section 1, adding section 2 in current wording:
"Bank may perform activities reserved for banks in accordance with the Act of 11 February 2016 on State aid in the upbringing of children."
6. giving hitherto § 13 point 14) of Bank Statute in current wording:
"14) Appoint and recall members of the Supervisory Board,"
following wording:
"14) Appoint and recall members of the Supervisory Board, taking into account assessment of fulfillment of suitability requirements,"
7. giving hitherto § 18 point 6) of Bank Statute in current wording:
"6) Applying to the Financial Supervisory Authority for approval to appoint two members of the Management Board, including the President of the Management Board,"
following wording:
"6) Applying to the Financial Supervisory Authority for approval to appoint the President of the Bank Management Board and of the member of the Management Board supervising the management of significant risk in Bank operations and entrusting this function to the appointed member of the Management Board"
8. giving hitherto § 18 point 7) of Bank Statute in current wording:
"7) Appointing, upon approval of the Financial Supervisory Authority, and recalling the President of the Management Board of the Bank in a secret ballot,"
following wording:
"7) Appointing, upon approval of the Financial Supervisory Authority, and recalling the President of the Management Board of the Bank in a secret ballot, taking into account assessment of fulfillment of suitability requirements,"
9. giving hitherto § 18 point 8) of Bank Statute in current wording:
"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 Financial Supervisory Authority,"
following wording:
"8) Appointing and recalling in a secret ballot at the request of the President of the Management Board, the Deputy Presidents and members of the Management Board of the Bank, taking into account assessment of fulfillment of suitability requirements,"
10. giving hitherto § 18 point 13) of Bank Statute in current wording:
"13) Issue of opinions on motions of the Bank's long-term development plans and annual financial plans of the Bank,"
following wording:
"13) Approving of Bank's long-term development plans and annual financial plans of the Bank,"
11. giving hitherto § 18 point 16) of Bank Statute in current wording:
"16) Approving motions of the Management Board of the Bank regarding acquisition, encumbering or sale of real estate or a share in real estate, or perpetual usufruct, in the event that its value exceeds 5,000,000 PLN. In other cases decisions are adopted by the Management Board of the Bank without necessity of acceptance of the Supervisory Board,"
following wording:
"16) Approving motions of the Management Board of the Bank regarding acquisition, encumbering or sale of real estate or a share in real estate, or perpetual usufruct, in the event that its value exceeds 5,000,000 PLN."
12. adding in § 18 of Bank Statute after point 21) new point 22) in following wording:
"22) Approving and supervision over risk management strategy implementation in the Bank's activity."
13. adding in § 18 of Bank Statute after new point 22) new point 23) in following wording:
"23) Giving permission to the Management Board members to perform functions in the bodies of the companies outside the Bank's Capital Group".
14. giving hitherto § 22 point 4 of Bank Statute in current wording:
"4. The Management Board shall conduct the matters of the Bank and represent the Bank. All issues not reserved by virtue of the provisions of the law or of the Statute to fall within the scope of competence of other authorities, shall fall within the scope of competence of the Bank Management Board. 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."
following wording:
"4. The Management Board shall conduct the matters of the Bank and represent the Bank. All issues not reserved by virtue of the provisions of the law or of the Statute to fall within the scope of competence of other authorities, shall fall within the scope of competence of the Bank Management Board. Subject to § 18 point 16 of the Bank Statute, acquisition, encumbrance or sale of real estate, perpetual usufruct or share in a real estate shall be the sole competence of the Bank's Management Board, without the necessity to obtain the General Meeting resolution. The members of the Management Board shall co-ordinate and supervise the activity of the Bank pursuant to the division of competence, adopted by the Management Board and approved by the Supervisory Board."
15. giving hitherto § 38 of Bank Statute in current wording:
"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".
following wording:
"1. The aim of the internal control system of the Bank is to ensure:
1) compliance of Bank's operations with law, internal regulations and market standards and with the strategy of the Bank,
2) effectiveness and efficiency of the Bank's activity,
3) protection of assets,
4) prevention of losses and errors,
5) security, stability and effectiveness of operations,
6) reliability and completeness of accounting, management information and reliability of financial reporting,
7) compliance of transactions with generally binding provisions of law, supervisory rules and internal policies, plans, regulations and procedures,
8) support of the decision-making process,
9) observance of risk management principles in the Bank.
2. The Internal Control System shall involve - in different roles - authorities of the Bank, individual units and organizational cells of the Bank, as well as all employees of the Bank, and consists of:
1) a control function whose task is to ensure observance of control mechanisms involving, in particular, risk management in the Bank, which comprises positions, groups of people or organizational units responsible for performing tasks assigned to this function;
2) a compliance unit whose task is to identify, evaluate, control and monitor the risk of non-compliance of Bank's operations with law, internal regulations and market standards and to present relevant reports;
3) an independent Internal Audit unit whose task is to examine and evaluate, in an independent and objective manner, adequacy and effectiveness of the risk management system and the internal control system, excluding the internal audit unit.
3. The following authorities of the Bank shall be involved in the Internal Control System:
1) The Management Board - responsible for designing, implementing and operating the Internal Control System, adjusted to size and profile of the risk related to the operations of the Bank,
2) the Supervisory Board - exercising supervision over the Internal Control System and assessing its adequacy and effectiveness through the Audit Committee and the Internal Audit.
4. The President of the Management Board of the Bank shall publish in the form of the order the By-laws of internal control".
2. In relation to point 14 of the agenda concerning approval of the maximum proportion ratio between variable and fixed component of remuneration for the Managerial Position in Bank Polska Kasa Opieki Spółka Akcyjna, the Management Board presents recommendation in this matter.
Recommendation of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna having its seat in Warsaw ("Bank") on approval by the Bank's Ordinary General Meeting of the proportion ratio between variable and fixed component of remuneration for the identified Managerial Positions in the Bank on the level not exceeding the value 2:1 or in the case of lower proportion ratio on maximum level allowed by applicable law.
The subject of this recommendation is presenting the Ordinary General Meeting with a draft approval, in the form of resolution, of the proportion ratio between variable and fixed component of remuneration for the identified Managerial Positions in the Bank on the level not exceeding the value 2:1 or in the case of lower proportion ratio on maximum level allowed by applicable law.
The Supervisory Board expressed the positive opinion on the recommendation on 6th May 2016.
The recommendation is compliant with UniCredit Group Compensation Policy, which was approved by UniCredit Management Board and Shareholders, in accordance with the CRD IV Directive.
The recommendation has been formulated in compliance with the procedure laid down in art. 94 section 1 g (ii) of the European Parliament and the Council's Directive 2013/36/UE of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, (CRD IV Directive) expecting for the full transposition and also in accordance with draft Regulation of the Minister of Finance, issued on the basis of art. 9 f section 1 (2) of the Banking Act.
In the light of the afore-stated and following the rule of conducting by the Bank of flexible policy of variable components of remuneration, as referred to in § 29 (4) of the Resolution No 258/2011 of the Financial Supervision Authority (KNF) of 4 October 2011, , it is justified to recommend to the Ordinary General Meeting proposing approval of the proportion ratio between variable and fixed component of remuneration for the identified Managerial Positions in the Bank on the level not exceeding the value 2:1 or in the case of lower proportion ratio on maximum level allowed by applicable law.
The proposal to determine the proportion ratio between variable and fixed component of remuneration on the level not exceeding 2:1 or in the case of lower proportion ratio on maximum level allowed by applicable law refers to Managerial Positions identified as having significant impact on the Bank's risk profile, which include: management board members or positions subordinate directly to a management board member, or/and positions whose activities materially affect the Bank's assets and obligations, with the exclusion of Managerial Positions responsible for control functions. Presently it refers to 24 employees of the Bank.
As regards Managerial Positions responsible for and performing control functions in the Bank, the Bank shall apply a more conservative maximum ratio 1:1 or a more restrictive its value, if such value stems from applicable legal regulations.
Determining the proportion ratio between variable and fixed component of remuneration on the level not exceeding 2:1 for the Managerial Positions referred to above is justified by:
· dependence of the larger part of the total remuneration on the results achieved in a short and long term, thus strengthening coherence between interests of the shareholders and the top management;
· making the remuneration cost structure more flexible;
· continuation of implementation of the adopted Compensation Policy in the Bank, without the necessity to introduce any changes in the construction of the presently binding total remuneration packages for the persons to whom the above proposal applies;
· ensuring competitiveness of remuneration, thus constituting a tool for maintaining employment of key employees, and consequently also sustainable development of the Bank in the long term.
If the Ordinary General Meeting approves the proportion ratio between variable and fixed component of remuneration for the identified Managerial Positions in the Bank on the level not exceeding the value 2:1 or in the case of lower proportion ratio on maximum level allowed by applicable legal regulations, Bank does not expected any considerable changes of total remuneration levels as compared with the present ones. Adoption of the aforementioned ratio shall have no effect on the Bank's further fulfillment of prudential requirements, especially requirements regarding the Bank's own funds.
3. For the effective course of the debates, the Management Board of the Bank requests the participants to arrive 45 minutes before the planned commencement of the Ordinary General Meeting.
The draft resolutions are attached to this report. http://www.rns-pdf.londonstockexchange.com/rns/1101Y_-2016-5-12.pdf http://www.rns-pdf.londonstockexchange.com/rns/1101Y_1-2016-5-12.pdf