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Resolutions of the Ordinary General Meeting

27 May 2020 07:00

RNS Number : 9975N

Bank Pekao S.A.

26 May 2020

UNOFFICIAL TRANSLATION

Report 33/2020: Resolutions of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna

Legal basis:

Article 56 Section 1 point 2 of the Offering Act - current and periodic information

Content of the report:

Bank Polska Kasa Opieki Spółka Akcyjna (the "Bank") presents as the attachments to this current report the resolutions of the Ordinary General Meeting of the Bank of 22 May 2020 ("Ordinary General Meeting"), the content of documents being the subject of voting, as well as draft resolutions that were put to the vote and not adopted.

At the same time, the Bank informs that the Ordinary General Meeting refrained from adopting a resolution on the matter provided for in the agenda regarding the election of the Returning Committee (item 4 of the agenda of the Ordinary General Meeting) due to non-submission of candidacies. In addition, the Ordinary General Meeting refrained from adopting resolutions on the matter provided for in the agenda regarding the dismissal of members of the Supervisory Board of the Bank of the previous term ending in 2020 (part of item 16 of the agenda of the Ordinary General Meeting) due to resignation by the above members of the Supervisory Board of the Bank.

Additionally, on 22 May 2020, the Bank received a letter from the Bank's shareholder - Aviva Otwarty Fundusz Emerytalny Aviva Santander about the withdrawal of the candidacy of Mr. Andrzej Konopacki for a member of the Supervisory Board of the Bank, of which candidacy the Bank informed in current report No. 25/2020 date 13 May 2020. In connection with the above, this candidacy was not subject to voting by the Ordinary General Meeting.

During the Ordinary General Meeting, objections to the resolutions were entered to the minutes, the list of which is attached to this current report.

Legal basis: § 19 Section 1 points 6), 7), 8) and 9) of the Regulation of the Minister of Finance of 29 March 2018 regarding current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2018, item 757).

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ATTACHMENT: Resolutions_adopted_at_the_OGM

Resolutions adopted by the Ordinary General Meeting of

Bank Polska Kasa Opieki Spółka Akcyjna on 22 May 2020

Resolution No. 1

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on the election of the Chairperson of the Ordinary General Meeting of Shareholders

of Bank Polska Kasa Opieki Spółka Akcyjna

Acting pursuant to Article 409 § 1 of the Commercial Companies Code and § 6 paragraph 1 of the Regulations of the General Meetings of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting shall elect Mr Radosław Leszek Kwaśnicki as the Chairperson of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna.

After the ballot had been taken, the Chairman announced that in secret ballot on the above-mentioned resolution the number of shares was 161.323.801 shares, from which the total number of 161.323.801 valid votes were cast, representing 61,46% of shares in the share capital:

 161.323.800 votes were cast for adoption of the resolution,

 0 votes were cast against the resolution,

 1 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes, which means that Mr Radosław Leszek Kwaśnicki was elected as the Chairman of the Ordinary General Meeting.

Resolution No. 2

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on the adoption of the agenda of the Ordinary General Meeting of Shareholders

of Bank Polska Kasa Opieki Spółka Akcyjna

The Ordinary General Meeting adopts the agenda in the following wording:

1. Opening of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna.

2. Election of the Chairperson of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna.

3. Statement of the correctness of convening of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna.

4. Election of the Returning Committee.

5. Adopting the agenda of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna.

6. Review of the Report of the Management Board of the Bank on the operations of Bank Pekao S.A. for the year 2019.

7. Review of the Stand-alone Financial Statement of Bank Pekao S.A. for the year ended on 31 December 2019.

8. Review of the Report of the Management Board of the Bank on the operations of Bank Pekao S.A. Capital Group for the year 2019.

9. Review of the Consolidated Financial Statements of Bank Pekao S.A. Capital Group for the year ended on 31 December 2019.

10. Review of the proposal of the Management Board of the Bank concerning the distribution of net profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2019.

11. Review of the Report of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna on its operations in the year 2019 and on the results of the assessment of: reports on the operations of Bank Polska Kasa Opieki S.A. and of the Capital Group Bank Polska Kasa Opieki Spółka Akcyjna in the year 2019, the financial statements of Bank Polska Kasa Opieki Spółka Akcyjna and of the Capital Group Bank Polska Kasa Opieki Spółka Akcyjna for the year ended on 31 December 2019.

12. Adopting resolutions on:

1) approval of the Report of the Management Board of the Bank on the operations of Bank Pekao S.A. for the year 2019,

2) approval of the Stand-Alone Financial Statement of Bank Pekao S.A. for the year ended on 31 December 2019,

3) approval of the Report of the Management Board of the Bank on the operations of Bank Pekao S.A. Capital Group for the year 2019,

4) approval of the Consolidated Financial Statements of Bank Pekao S.A. Capital Group for the year ended 31 December 2019,

5) distribution of net profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2019,

6) approval of the Report on the operations of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in the year 2019,

7) granting discharge to members of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna for the performance of their duties in the year 2019,

8) granting discharge to members of the Supervisory of Board of Bank Polska Kasa Opieki Spółka Akcyjna for the performance of their duties in the year 2019,

9) granting discharge to members of the Management Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki S.A., for the performance of their duties in the year 2019,

10) granting discharge to members of the Supervisory Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna, for the performance of their duties in the year 2019.

13. Report on the evaluation of the functioning of the Remuneration Policy of Bank Polska Kasa Opieki Spółka Akcyjna in the year 2019 and the adoption of a resolution on this matter.

14. Adoption of the "Remuneration Policy for Members of the Supervisory Board and the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna".

15. Presentation by the Supervisory Board of the Report on the assessment of the application by Bank Polska Kasa Opieki Spółka Akcyjna in 2019 of the Corporate Governance Principles for Supervised Institutions issued by the Polish Financial Supervision Authority on 22 July 2014 and the manner in which Bank Polska Kasa Opieki Spółka Akcyjna fulfils its disclosure obligations regarding the application of corporate governance principles set out in the Stock Exchange Rules.

16. Adoption of resolutions on the dismissal of Members of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna and appointment of Members of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna for a new joint term of office, taking into account the assessment of compliance with the suitability requirements.

17. Consideration of the proposal and adoption of a resolution to amend the Statute of Bank Polska Kasa Opieki Spółka Akcyjna.

18. Adoption of resolutions on the amendment of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna

19. Closing of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna.

After the ballot had been taken, the Chairman announced that in secret ballot on the above-mentioned resolution the number of shares was 161.323.802 shares, from which the total number of 161.323.802 valid votes were cast, representing 61,46% of shares in the share capital:

 161.322.479 votes were cast for adoption of the resolution,

 1.323 votes were cast against the resolution,

 0 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 3

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on the approval of the Report by the Management Board of the Bank

on the operations of Bank Pekao S.A. for the year 2019

Acting pursuant to Article 393 point 1 and Article 395 § 2 point 1 of the Commercial Companies Code and § 13 point 1 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders hereby resolves as follows:

§ 1.

The Report of the Management Board of the Bank on the operations of Bank Pekao S.A. for the year 2019 is approved.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.761.745 votes were cast for adoption of the resolution,

 125 votes were cast against the resolution,

 561.932 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 4

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on the approval of the Stand-alone Financial Statement of

Bank Pekao S.A. for the year ended 31 December 2019

§ 1.

The Stand-alone Financial Statement of Bank Pekao S.A. for the year ended on 31 December 2019 is approved. It includes the following:

a) a statement on the financial standing as at 31 December 2019, which shows on the assets, liabilities and equity side the sum of PLN 194,649,992,426.40 (in words: one hundred and ninety-four billion six hundred and forty-nine million nine hundred and ninety-two thousand four hundred and twenty-six PLN 40/100),

b) a statement of total income for the financial year ended on 31 December 2019, showing a total income of PLN 2,405,566,996.95 (in words: two billion four hundred and five million five hundred and sixty six thousand nine hundred and ninety-six PLN 95/100),

c) the profit and loss account for the financial year ended on 31 December 2019, showing a net profit of PLN 2,247,466,618.97 (in words: two billion two hundred and forty-seven million four hundred and sixty-six thousand six hundred and eighteen PLN and 97/100),

d) a statement concerning the changes in equity for the financial year ended on 31 December 2019, showing an increase in equity of PLN 704,790 thousand (in words: seven hundred and four million seven hundred and ninety thousand PLN),

e) the cash flow statement for the financial year ended on 31 December 2019 showing a decrease in net cash means of PLN 8,012,588 thousand (in words: eight billion twelve million five hundred eighty eight thousand PLN),

f) explanatory notes, comprising a description of significant accounting policies and other information.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.761.745 votes were cast for adoption of the resolution,

 124 votes were cast against the resolution,

 561.933 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 5

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on the approval of the Report by the Management Board of the Bank

on the operations of Bank Pekao S.A. Capital Group for the year 2019.

Acting pursuant to Article 395 § 5 of the Commercial Companies Code and § 13 point 5 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders hereby resolves as follows:

§ 1.

The Report of the Management Board of the Bank on the operations of Bank Pekao S.A. Capital Group for the year 2019 is hereby approved.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.761.745 votes were cast for adoption of the resolution,

 125 votes were cast against the resolution,

 561.932 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 6

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on the approval of the Consolidated Financial Statements of Bank Pekao S.A. Capital Group for the year ended on 31 December 2019,

§ 1.

The Consolidated Financial Statement of the Bank Pekao S.A. Capital Group for the year ended on 31 December 2019 is hereby approved. It includes the following:

a) the consolidated statement of financial standing prepared as at 31 December 2019, showing total assets, liabilities and equity of PLN 203,322,919,492.87 (in words: two hundred and three billion, three hundred and twenty-two million, nine hundred and nineteen thousand, four hundred and ninety-two PLN 87/100),

b) the consolidated statement of total income for the financial year ended on 31 December 2019, showing total income of PLN 2,323,809,470.45 (say: two billion three hundred and twenty three million eight hundred and nine thousand four hundred and seventy PLN 45/100),

c) consolidated profit and loss account for the financial year ended on 31 December 2019 showing a net profit of PLN 2,166,616,973.91 (say: two billion one hundred sixty six million six hundred sixteen thousand nine hundred seventy three PLN and 91/100),

d) the consolidated statement of changes in equity for the financial year ending on 31 December 2019 showing an increase in equity of PLN 589,809 thousand (in words: five hundred and eighty-nine million eight hundred and nine thousand PLN),

e) the consolidated cash flow statement for the financial year ending on 31 December 2019 showing a decrease in net cash means by PLN 8,288,294 thousand (in words: eight billion two hundred and eighty-eight million two hundred and ninety-four thousand PLN),

f) explanatory notes, comprising a description of significant accounting policies and other information.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.761.745 votes were cast for adoption of the resolution,

 124 votes were cast against the resolution,

 561.933 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 7

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna on the distribution of net profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2019

Acting pursuant to Article 395 § 2 (2), Article 396 § 4 of the Commercial Companies Code, § 13 (2) and § 33 (1)(3) of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders hereby resolves as follows:

§ 1.

1. From the net profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2019 in the amount of PLN 2,247,466,618.97 (in words: two billion two hundred forty seven million four hundred sixty six thousand six hundred and eighteen PLN 97/100), the amount of PLN 562,409,000.69 (in words: five hundred sixty two million four hundred and nine thousand PLN 69/100) is allocated to reserve capital.

2. The remaining part of the net profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2019 in the amount of PLN 1,685,057,618.28 (in words: one billion six hundred eighty five million fifty seven thousand six hundred and eighteen PLN 28/100) is left undistributed.

§ 2.

The resolution enters into force as of the date of its adoption.

 161.320.106 votes were cast for adoption of the resolution,

 1.324 votes were cast against the resolution,

 2.371 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 8

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on the approval of the Report of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna on its operations in the year 2019 and on the results of the assessment of: reports on the operations of Bank Polska Kasa Opieki S.A. and of the Bank Polska Kasa Opieki Spółka Akcyjna Group in the year 2019, financial statements of Bank Polska Kasa Opieki Spółka Akcyjna and of the Bank Polska Kasa Opieki Spółka Akcyjna Group for the year ended on 31 December 2019 and the distribution of the net profit of Bank Polska Kasa Opieki Spółka Akcyjna for 2019, and the situation of Bank Polska Kasa Opieki Spółka Akcyjna, taking into account the assessment of the internal control and risk management systems, compliance and internal audit functions, as well as the rationality of the Bank's policy concerning sponsorship and charitable activities.

Acting pursuant to Article 395 § 5 of the Commercial Companies Code and § 13 point 3 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders hereby resolves as follows:

§ 1.

The Report of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna on its operations in the year 2019 and on the results of the assessment of: reports on the operations of Bank Polska Kasa Opieki S.A. and of the Bank Polska Kasa Opieki Spółka Akcyjna Group in the year 2019, financial statements of Bank Polska Kasa Opieki Spółka Akcyjna and of the Bank Polska Kasa Opieki Spółka Akcyjna Group for the year ended on 31 December 2019 and the distribution of the net profit of Bank Polska Kasa Opieki Spółka Akcyjna for 2019, and the situation of Bank Polska Kasa Opieki Spółka Akcyjna, taking into account the assessment of the internal control and risk management systems, compliance and internal audit functions, as well as the rationality of the Bank's policy concerning sponsorship and charitable activities is hereby approved.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.761.745 votes were cast for adoption of the resolution,

 125 votes were cast against the resolution,

 561.932 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 9

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

Acting pursuant to Article 393 point 1 and Article 395 § 2 point 3 of the Commercial Companies Code and § 13 point 4 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders hereby resolves as follows:

§ 1.

Mr Michał Krupiński - President of the Management Board of the Bank from 1 January until 29 November 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.742.013 votes were cast for adoption of the resolution,

 19.726 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Dariusz Kiziakiewicz, being a shareholder of Bank Polska Kasa Opieki S.A., reported objection to the resolution.

Resolution No. 10

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

§ 1.

Mr Tomasz Kubiak - Vice-President of the Management Board of the Bank from 1 January until 31 December 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.742.013 votes were cast for adoption of the resolution,

 19.726 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 11

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

§ 1.

Mr Michał Lehmann - Vice-President of the Management Board of the Bank from 1 January until 29 November 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

After the ballot had been taken, the Chairman announced that in secret ballot on the above-mentioned resolution the number of shares was 161.323.808 shares, from which the total number of 161.323.808 valid votes were cast, representing 61,46% of shares in the share capital:

 160.742.135 votes were cast for adoption of the resolution,

 19.610 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Dariusz Kiziakiewicz, being a shareholder of Bank Polska Kasa Opieki S.A., reported objection to the resolution.

Resolution No. 12

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

§ 1.

Mr Marek Lusztyn - Vice-President of the Management Board of the Bank from 1 January until 31 December 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.742.136 votes were cast for adoption of the resolution,

 19.609 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 13

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

§ 1.

Mr Tomasz Styczyński - Vice-President of the Management Board of the Bank from 1 January until 31 December 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.742.136 votes were cast for adoption of the resolution,

 19.603 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 14

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

§ 1.

Mr Marek Tomczuk - Vice-President of the Management Board of the Bank from 1 January until 31 December 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.742.013 votes were cast for adoption of the resolution,

 19.726 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 15

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

§ 1.

Mrs Magdalena Zmitrowicz - Vice-President of the Management Board of the Bank from 1 January until 31 December 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.742.136 votes were cast for adoption of the resolution,

 19.603 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 16

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

§ 1.

Mr Marcin Gadomski - Vice-President of the Management Board of the Bank from 29 November until 31 December 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.742.013 votes were cast for adoption of the resolution,

 19.726 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 17

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

§ 1.

Mr Grzegorz Olszewski - Member of the Management Board of the Bank from 1 April until 31 December 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.742.136 votes were cast for adoption of the resolution,

 19.603 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 18

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

§ 1.

Mr Piotr Wetmański - Member of the Management Board of the Bank from 7 March until 29 November 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.742.136 votes were cast for adoption of the resolution,

 19.603 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 19

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

§ 1.

Mr Paweł Surówka - Chairman of the Supervisory Board of the Bank from 1 January until 31 December 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 159.893.231 votes were cast for adoption of the resolution,

 868.508 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 20

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

§ 1.

Mrs Joanna Dynysiuk (née Błaszczyk) - Vice-Chairperson of the Supervisory Board of the Bank from 1 January until 31 December 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 159.893.231 votes were cast for adoption of the resolution,

 868.508 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 21

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

§ 1.

Mr Stanisław Ryszard Kaczoruk - Vice-Chairman of the Supervisory Board of the Bank from 1 January until 31 December 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 159.893.230 votes were cast for adoption of the resolution,

 868.509 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 22

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

§ 1.

Mr Paweł Stopczyński - Secretary of the Supervisory Board of the Bank from 1 January until 31 December 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 159.893.231 votes were cast for adoption of the resolution,

 868.508 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 23

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

§ 1.

Mr Grzegorz Janas - Member of the Supervisory Board of the Bank from 1 January until 31 December 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 159.893.231 votes were cast for adoption of the resolution,

 868.508 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 24

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

§ 1.

Mr Michał Kaszyński - Member of the Supervisory Board of the Bank from 1 January until 31 December 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 159.893.354 votes were cast for adoption of the resolution,

 868.385 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 25

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

§ 1.

Mrs Justyna Głębikowska-Michalak - Member of the Supervisory Board of the Bank from 1 January until 31 December 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 159.893.231 votes were cast for adoption of the resolution,

 868.508 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 26

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

§ 1.

Mrs Sabina Bigos-Jaworowska - Member of the Supervisory Board of the Bank from 1 January until 31 December 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 159.893.231 votes were cast for adoption of the resolution,

 868.507 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 27

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting a vote of approval to a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

for the discharge of his/her duties in the year 2019

§ 1.

Mr Marian Majcher - Member of the Supervisory Board of the Bank from 1 January until 31 December 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 159.893.354 votes were cast for adoption of the resolution,

 868.385 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 28

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

granting discharge to a member of the Management Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna,

for the discharge of his/her duties in the year 2019

Acting pursuant to Article 393(1) and Article 395 § 2(3) in connection with Article 529 § 1(1) of the Commercial Companies Code, the Ordinary General Meeting resolves as follows:

§ 1.

Mr Piotr Teleon - President of the Management Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna, from 1 January until 30 August 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.742.136 votes were cast for adoption of the resolution,

 19.601 votes were cast against the resolution,

 562.064 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 29

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting discharge to a member of the Management Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna,

for the discharge of his/her duties in the year 2019

Acting pursuant to Article 393(1) and Article 395 § 2(3) in connection with Article 529 § 1(1) of the Commercial Companies Code, the Ordinary General Meeting resolves as follows:

§ 1.

Mrs Katarzyna Burek - Member of the Management Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna, from 1 January until 30 August 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.742.136 votes were cast for adoption of the resolution,

 19.601 votes were cast against the resolution,

 562.064 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 30

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting discharge to a member of the Supervisory Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna,

for the discharge of his/her duties in the year 2019

Acting pursuant to Article 393(1) and Article 395 § 2(3) in connection with Article 529 § 1(1) of the Commercial Companies Code, the Ordinary General Meeting resolves as follows:

§ 1.

Mr Marek Tomczuk - Chairman of the Supervisory Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna, from 1 January until 30 August 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

After the ballot had been taken, the Chairman announced that in secret ballot on the above-mentioned resolution the number of shares was 161.323.679 shares, from which the total number of 161.323.679 valid votes were cast, representing 61,46% of shares in the share capital:

 160.742.013 votes were cast for adoption of the resolution,

 19.602 votes were cast against the resolution,

 562.064 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 31

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting discharge to a member of the Supervisory Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna,

for the discharge of his/her duties in the year 2019

Acting pursuant to Article 393(1) and Article 395 § 2(3) in connection with Article 529 § 1(1) of the Commercial Companies Code, the Ordinary General Meeting resolves as follows:

§ 1.

Mr Tomasz Styczyński - Vice-Chairman of the Supervisory Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna, from 1 January until 29 January 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.742.136 votes were cast for adoption of the resolution,

 19.602 votes were cast against the resolution,

 562.064 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 32

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting discharge to a member of the Supervisory Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna,

for the discharge of his/her duties in the year 2019

Acting pursuant to Article 393(1) and Article 395 § 2(3) in connection with Article 529 § 1(1) of the Commercial Companies Code, the Ordinary General Meeting resolves as follows:

§ 1.

Mr Piotr Kozłowski - Member of the Supervisory Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna, from 1 January until 30 August 2019 (also holding the position of Vice-Chairman of the Supervisory Board of Centralny Dom Maklerski Pekao Spółka Akcyjna from 28 February 2019 until 30 August 2019) - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.742.136 votes were cast for adoption of the resolution,

 19.602 votes were cast against the resolution,

 562.064 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 33

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting discharge to a member of the Supervisory Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna,

for the discharge of his/her duties in the year 2019

Acting pursuant to Article 393(1) and Article 395 § 2(3) in connection with Article 529 § 1(1) of the Commercial Companies Code, the Ordinary General Meeting resolves as follows:

§ 1.

Mr Adam Hawryluk - Member of the Supervisory Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna, from 1 January until 30 August 2019 (also holding the position of the Secretary of the Supervisory Board of Centralny Dom Maklerski Pekao Spółka Akcyjna from 28 February 2019 until 30 August 2019) - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.742.136 votes were cast for adoption of the resolution,

 19.601 votes were cast against the resolution,

 562.064 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 34

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting discharge to a member of the Supervisory Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna,

for the discharge of his/her duties in the year 2019

Acting pursuant to Article 393(1) and Article 395 § 2(3) in connection with Article 529 § 1(1) of the Commercial Companies Code, the Ordinary General Meeting resolves as follows:

§ 1.

Mrs Kamilla Marchewka-Bartkowiak - Member of the Supervisory Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna, from 1 January until 30 August 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

After the ballot had been taken, the Chairman announced that in secret ballot on the above-mentioned resolution the number of shares was 161.323.800 shares, from which the total number of 161.323.800 valid votes were cast, representing 61,46% of shares in the share capital:

 160.742.013 votes were cast for adoption of the resolution,

 19.724 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 35

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting discharge to a member of the Supervisory Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna,

for the discharge of his/her duties in the year 2019

Acting pursuant to Article 393(1) and Article 395 § 2(3) in connection with Article 529 § 1(1) of the Commercial Companies Code, the Ordinary General Meeting resolves as follows:

§ 1.

Mrs Róża Milic-Czerniak - Member of the Supervisory Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna, from 1 January until 30 August 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.742.013 votes were cast for adoption of the resolution,

 19.725 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 36

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on granting discharge to a member of the Supervisory Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna,

for the discharge of his/her duties in the year 2019

Acting pursuant to Article 393(1) and Article 395 § 2(3) in connection with Article 529 § 1(1) of the Commercial Companies Code, the Ordinary General Meeting resolves as follows:

§ 1.

Mr Sławomir Olszewski - Member of the Supervisory Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna, from 1 January until 30 August 2019 - is granted discharge.

§ 2.

The resolution enters into force as of the date of its adoption.

 160.742.136 votes were cast for adoption of the resolution,

 19.603 votes were cast against the resolution,

 562.063 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 37

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on the evaluation of the Remuneration Policy of Bank Polska Kasa Opieki Spółka Akcyjna in 2019

Acting pursuant to § 28 paragraph 4 of the Principles of Corporate Governance for Supervised Institutions in connection with § 13 point 18 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders of the Bank hereby resolves as follows:

§ 1.

Having reviewed the Report on the evaluation of the functioning of the Remuneration Policy of Bank Polska Kasa Opieki Spółka Akcyjna presented by the Supervisory Board, the General Meeting of the Bank assesses that the Remuneration Policy of Bank Polska Kasa Opieki Spółka Akcyjna fosters the development and security of the Bank's operations.

§ 2.

The resolution enters into force as of the date of its adoption.

 152.923.555 votes were cast for adoption of the resolution,

 7.838.183 votes were cast against the resolution,

 562.064 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 38

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on the adoption of the Remuneration Policy for Members of the Supervisory Board and the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna

§ 1.

Acting pursuant to Article 90d (1) of the Act dated 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, the General Meeting adopts "The Remuneration Policy for Members of the Supervisory Board and the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna". ("Policy"), in the wording attached hereto.

§ 2.

The Policy shall enter into force as of the day following the entry into force of this Resolution.

§ 3.

The resolution enters into force as of the date of its adoption.

 101.232.369 votes were cast for adoption of the resolution,

 124 votes were cast against the resolution,

 60.091.307 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 39

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna on the appointment of a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna for a new joint term of office, taking into account the assessment of compliance with the suitability requirements.

§ 1

Acting pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 point 14 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders hereby appoints Mrs Beata Kozłowska-Chyła as member of the Supervisory Board for a joint term of office lasting three years, starting on 23 May 2020.

§ 2.

The resolution enters into force as of the date of its adoption.

 115.393.162 votes were cast for adoption of the resolution,

 39.745.163 votes were cast against the resolution,

 6.185.476 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 40

§ 1

Acting pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 point 14 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders hereby appoints Mrs Małgorzata Sadurska as member of the Supervisory Board for a joint term of office lasting three years, starting on 23 May 2020.

§ 2.

The resolution enters into force as of the date of its adoption.

 114.456.355 votes were cast for adoption of the resolution,

 40.681.969 votes were cast against the resolution,

 6.185.476 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 41

§ 1

Acting pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 point 14 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders hereby appoints Mr Marcin Eckert as member of the Supervisory Board for a joint term of office lasting three years, starting on 23 May 2020.

§ 2.

The resolution enters into force as of the date of its adoption.

 114.456.478 votes were cast for adoption of the resolution,

 40.681.846 votes were cast against the resolution,

 6.185.476 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 42

§ 1

Acting pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 point 14 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders hereby appoints Mrs Sabina Bigos-Jaworska as member of the Supervisory Board for a joint term of office lasting three years, starting on 23 May 2020.

§ 2.

The resolution enters into force as of the date of its adoption.

 114.456.355 votes were cast for adoption of the resolution,

 40.681.970 votes were cast against the resolution,

 6.185.476 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 43

§ 1

Acting pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 point 14 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders hereby appoints Mr Michał Kaszyński as member of the Supervisory Board for a joint term of office lasting three years, starting on 23 May 2020.

§ 2.

The resolution enters into force as of the date of its adoption.

 114.456.355 votes were cast for adoption of the resolution,

 40.681.970 votes were cast against the resolution,

 6.185.476 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 44

§ 1

Acting pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 point 14 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders hereby appoints Mrs Joanna Dynysiuk as member of the Supervisory Board for a joint term of office lasting three years, starting on 23 May 2020.

§ 2.

The resolution enters into force as of the date of its adoption.

 114.456.355 votes were cast for adoption of the resolution,

 40.681.969 votes were cast against the resolution,

 6.185.476 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 45

§ 1

Acting pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 point 14 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders hereby appoints Mr Marian Majcher as member of the Supervisory Board for a joint term of office lasting three years, starting on 23 May 2020.

§ 2.

The resolution enters into force as of the date of its adoption.

 114.456.355 votes were cast for adoption of the resolution,

 40.681.969 votes were cast against the resolution,

 6.185.476 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 46

§ 1

Acting pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 point 14 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders hereby appoints Mr Ryszard Kaczoruk as member of the Supervisory Board for a joint term of office lasting three years, starting on 23 May 2020.

§ 2.

The resolution enters into force as of the date of its adoption.

 114.456.354 votes were cast for adoption of the resolution,

 40.681.970 votes were cast against the resolution,

 6.185.476 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 47

§ 1

Acting pursuant to Article 385 § 1 of the Commercial Companies Code and § 13 point 14 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders hereby appoints Mrs Justyna Głębikowska-Michalak as member of the Supervisory Board for a joint term of office lasting three years, starting on 23 May 2020.

§ 2.

The resolution enters into force as of the date of its adoption.

 114.456.478 votes were cast for adoption of the resolution,

 40.681.846 votes were cast against the resolution,

 6.185.476 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Dariusz Kiziakiewicz, being a shareholder of Bank Polska Kasa Opieki S.A., reported objection to the resolution.

Resolution No. 48of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on amendments to the Statute of Bank Polska Kasa Opieki Spółka Akcyjna

Acting pursuant to Article 430 § 1 of the Commercial Companies Code and § 13(8) of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders of the Bank hereby resolves as follows:

§ 1.

The Statute of Bank Polska Kasa Opieki Spółka Akcyjna shall be amended in such a way that § 17, paragraph 5 is repealed.

§2.

Pursuant to Article 430 § 5 of the Commercial Companies Code, the Supervisory Board is authorised to determine the consolidated text of the amended Statute of Bank Polska Kasa Opieki Spółka Akcyjna, taking into account the authorisation of the Polish Financial Supervision Authority referred to in §3.

§3.

The Resolution shall come into force on the date of its adoption, however, the amendment to the Statute of Bank Polska Kasa Opieki Spółka Akcyjna adopted under this Resolution requires entry in the Register of Entrepreneurs of the National Court Register in accordance with Article 430 § 1 of the Commercial Companies Code, upon obtaining the consent of the Polish Financial Supervision Authority to do so.

After the ballot had been taken, the Chairman announced that in secret ballot on the above-mentioned resolution the number of shares was 161.322.600 shares, from which the total number of 161.322.600 valid votes were cast, representing 61,46% of shares in the share capital:

 161.216.122 votes were cast for adoption of the resolution,

 106.347 votes were cast against the resolution,

 131 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 49

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.

The Statute of Bank Polska Kasa Opieki Spółka Akcyjna shall be amended so that § 18 point 7 shall read as follows:

"7) Appointment, following the approval of the Polish Financial Supervision Authority, and dismissal of the President of the Management Board of the Bank, taking into consideration the assessment of compliance with the suitability requirements,".

§2.

§3.

The Resolution shall come into force on the date of its adoption, however, the amendment to the Statute of Bank Polska Kasa Opieki Spółka Akcyjna adopted under this Resolution requires entry in the Register of Entrepreneurs of the National Court Register in accordance with Article 430 §1 of the Commercial Companies Code, upon obtaining the consent of the Polish Financial Supervision Authority to do so.

 161.216.122 votes were cast for adoption of the resolution,

 107.547 votes were cast against the resolution,

 131 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

Resolution No. 50

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.

The Statute of Bank Polska Kasa Opieki Spółka Akcyjna shall be amended so that § 18 point 8 shall read as follows:

"8) Appointment and dismissal, upon request of the President of the Management Board of the Bank, of the Vice-Presidents and Members of the Management Board of the Bank, taking into consideration the assessment of compliance with the suitability requirements,".

§2.

§3.

The Resolution shall come into force on the date of its adoption, however, the amendment to the Statute of Bank Polska Kasa Opieki Spółka Akcyjna adopted under this Resolution requires entry in the Register of Entrepreneurs of the National Court Register in accordance with Article 430 §1 of the Commercial Companies Code, upon obtaining the consent of the Polish Financial Supervision Authority to do so.

 161.217.322 votes were cast for adoption of the resolution,

 106.347 votes were cast against the resolution,

 131 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was adopted with the required majority of votes.

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ATTACHMENT: Resolutions_not adopted_at_the_OGM

Resolutions not adopted by the Ordinary General Meeting

of Bank Polska Kasa Opieki Spółka Akcyjna on 22 May 2020

Resolution No. 38

of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna

on the adoption of the Remuneration Policy for Members of the Supervisory Board and the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna

§ 1.

§ 2.

The Policy shall enter into force as of the day following the entry into force of this Resolution.

§ 3.

As of the date of entry into force of this Resolution, the following shall cease to have effect:

1) Resolution No 41 of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna of 21 June 2018 on the principles of shaping the remuneration of Members of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna and the amending Resolution No 34 of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna of 26 June 2019 on amending Resolution No 41 of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna dated 21 June 2018 on the principles of shaping the remuneration of Members of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna;

2) Resolution No 42 of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna of 21 June 2018 on the principles of shaping the remuneration of Members of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna and the amending Resolution No 33 of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna of 26 June 2019 on amending Resolution No 42 of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna dated 21 June 2018 on the principles of shaping the remuneration of Members of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna.

§ 4.

The resolution enters into force as of the date of its adoption.

 29.772.285 votes were cast for adoption of the resolution,

 125.775.980 votes were cast against the resolution,

 5.775.535 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was not adopted.

Resolution No. 51

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on amendments to the Statute of Bank Polska Kasa Opieki Spółka Akcyjna

Pursuant to Article 430 § 1 of the Code of Commercial Companies and § 13.8 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna adopts the following:

§ 1

Statute of Bank Polska Kasa Opieki Spółka Akcyjna shall be amended as follows:

1) In § 13, item 15a shall be added after item 15, reading as follows:

"15a) Determination of principles based on which remuneration of the Management Board members is defined,";

2) in § 18:

a) item 4a shall be added after item 4, reading as follows:

"4a) Review of the Management Board's report on representation expenses, expenses pertaining to legal services, marketing services, public relations and social communication services, as well as management consulting services,";

b) item 11, previously reading:

"11) Determination of the terms and conditions of agreements providing for the employment relationship or another legal relationship between the members of the Management Board and the Bank,"

shall receive the following wording:

"11) Determination of the terms and conditions of agreements providing for the legal relationship between the members of the Management Board and the Bank, conclusion, termination and amendment of agreements with Management Board members, as well as determination of their remuneration and the principles of their compensation, with the rules set forth by the General Meeting of Shareholders taken into consideration, pursuant to § 13(15a),";

c) item 16, previously reading:

shall receive the following wording:

"16) approval of motions of the Bank's Management Board on the acquisition, encumbrance or disposal of real property or a share in real property, or the right of perpetual usufruct, provided that the value thereof exceeds 5,000,000 zlotys. In the remaining cases, the decision shall be made by the Bank's Management Board without the need to obtain approval of the Supervisory Board, under reserve of § 18a."

3) § 18a shall be added after § 18, reading as follows:

"§ 18a

The following shall require an approval of the Supervisory Board:

1) conclusion of an agreement concerned with the provision of legal services, marketing services, public relations and social communication services, as well as management consulting services, if the value of remuneration envisaged for the services rendered under such an agreement or, jointly, under other agreements concluded with the same entity, exceeds PLN 500,000 net per annum,

2) amendment of an agreement concerned with the provision of legal services, marketing services, public relations and social communication services, as well as management consulting services, increasing the value of remuneration above the amount stipulated in item 1,

3) amendment of an agreement concerned with the provision of legal services, marketing services, public relations and social communication services, as well as management consulting services, in which no maximum remuneration threshold is set forth,

4) conclusion of an agreement:

a) donation agreement or another agreement of a similar effect, with its value exceeding PLN 20,000 or 0.1% of the sum of assets in the meaning of the Accounting Act of 29 September 1994, determined based on the last approved financial statement,

b) debt release agreement or another agreement of a similar effect, with its value exceeding PLN 50,000 or 0.1% of the sum of assets in the meaning of the Accounting Act of 29 September 1994, determined based on the last approved financial statement.";

5) disposal of fixed asset components in the meaning of the Accounting Act of 29 September 1994, constituting intangible assets, tangible assets or long-term investments, including provision of an in-kind contribution to a company or a co-operative, where the market value of such components exceeds 5% of the sum of assets in the meaning of the Accounting Act of 29 September 1994, determined based on the last approved financial statement, as well as making these components available for use by another entity, for a period of time that is longer than 180 days in a calendar year, pursuant to a legal action, where the market value of the subject of the legal action exceeds 5% of the sum of assets, under reserve that:

a) rent, lease and other agreements under which asset components are made available to other entities for use against a fee - the market value of the subject of the legal action shall be deemed to be equal to the value of payments for:

 one year - if the asset component has been made available for use pursuant to an agreement concluded indefinitely,

 the term of the agreement - in the case of definite period agreements,

b) lend and other agreements under which asset components are made available to other entities for use, free of charge - the market value of the subject of the legal action shall be deemed to be equal to the value of payments that would be due if a rent or lease agreement had been concluded, for:

 one year - if the asset component will be made available for use pursuant to an agreement concluded indefinitely,

 the term of the agreement - in the case of definite period agreements;

6) acquisition of fixed asset components in the meaning of the Accounting Act of 29 September 1994, with their value exceeding:

a) PLN 100,000,000, or

b) 5% of the sum of assets in the meaning of the Accounting Act of 29 September 1994, determined based on the last approved financial statement;

7) subscription or acquisition of shares or stocks of another company, with the value thereof exceeding:

a) PLN 100,000,000, or

b) 10% of the sum of assets in the meaning of the Accounting Act of 29 September 1994, determined based on the last approved financial statement;

8) disposal of shares or stocks of another company, with the market value thereof exceeding:

a) PLN 100,000,000, or

b) 10% of the sum of assets in the meaning of the Accounting Act of 29 September 1994, determined based on the last approved financial statement.";

4) in § 20, item 3a shall be added after item 3, reading as follows:

"3a. The Management Board of the Bank shall draw up and submit, to the Supervisory Board, a report on representation expenses, expenses pertaining to legal services, marketing services,

public relations and social communication services, as well as management consulting services.";

5) in § 21, item 1a shall be added after item 1, reading as follows:

"1a. Management Board members are appointed based on a qualification procedure aiming to verify and assess the qualifications of the candidates and to appoint the best candidate.";

6) § 21a shall be added after § 21, reading as follows:

"§ 21a

A person:

1) meeting, jointly, all of the following conditions, may be appointed a member of the Bank's Management Board:

a) holds a higher degree or a foreign higher degree that has been recognized in the Republic of Poland pursuant to separate regulations,

b) has been employed, over the period of at least 5 years, based on a contract of employment, appointment, election, nomination, cooperative or civil law contract of employment, or has been rendering services pursuant to another agreement or has been conducting business activity on its own account,

c) has at least 3 years of experience in holding managerial or independent positions, or in conducting business activity on its own account,

d) meets the requirements, other than those listed under clauses a-c, provided for in separate regulations, and, in particular, does not violate any restrictions or bans concerned with holding the position of a member of a management body of commercial companies;

2) not meeting any of the following conditions, must not be appointed a member of the Bank's Management Board:

a) acts in the capacity of a voluntary assistant, or is employed at an office of a Member of Parliament, a senator, an office of a Member of Parliament and a senator, an office of a Member of the European Parliament, works pursuant to an employment contract, pursuant to a contract of mandate or pursuant to another contract of a similar nature,

b) is a member of a statutory body of a political party, which body represents that party outside and is authorized to assume obligations,

c) is employed, by a political party, pursuant to an employment contract, or works pursuant to a contract of mandate or pursuant to another contract of a similar nature,

d) has been appointed a member of a company trade union organization, or of a trade union organization of a capital group company,

e) its social or professional activity creates a conflict of interests with regard to the Bank's activity.";

7) § 22(4), previously reading as follows:

"4. The Management Board of the Bank handles the affairs of and represents the Bank. Any issues that are not reserved - under legal regulations or the Statute - for other governing bodies of the Bank shall fall under the responsibility of the Bank's Management Board. Subject to § 18(6) of the Bank's Statute, purchasing, encumbering or disposing of real property, a right of perpetual usufruct or a share in real property shall be reserved for the sole competence of the Management Board and shall not require a resolution of the General Meeting of Shareholders. Members of the Bank's Management Board shall coordinate and supervise the activity of the Bank, pursuant to the delegation of duties adopted by the Management Board of the Bank and approved by the Supervisory Board."

shall receive the following wording:

perpetual usufruct shall be reserved for the sole competence of the Management Board and shall not require a resolution of the General Meeting of Shareholders. Members of the Bank's Management Board shall coordinate and supervise the activity of the Bank, pursuant to the delegation of duties adopted by the Management Board of the Bank and approved by the Supervisory Board.";

8) § 33b shall be added after § 33a, reading as follows:

"§ 33b

1. The disposal, by the Bank, of fixed asset components in the meaning of the Accounting Act of 29 September 1994, shall take place based on a tender procedure or on an auction, in the case of components whose market value exceeds 0.1% of the sum of assets determined based on the last approved financial statement, unless the market value of those assets does not exceed PLN 20,000.

2. Under reserve of items 4 and 5, the Bank may dispose the fixed asset components referred to in item 1, without holding a tender or an auction:

1) if the disposal of the aforementioned components is performed within the framework of the Bank's activity referred to in Article 6 of the Banking Law,

2) if the disposal of the aforementioned components is related to the satisfaction of the Bank's claims towards a debtor, in connection with the take-over of collateral securing the Bank's receivables,

3) in justified cases, upon approval of the Management Board, expressed by means of its resolution that has been approved by the Supervisory Board, has been expressed.

3. The rules based on which the tender or the auction referred to in item 1 are held are set forth in the Regulations of the tender or of the auction, as adopted by the Management Board of the Bank.

4. If a consent of the Supervisory Board is required to dispose fixed asset components, the Bank may conclude the legal action aiming to dispose such fixed asset components provided that the consent of the Supervisory Board has been obtained.

5. If the disposals of fixed asset components is performed with the consent of the Supervisory Board, no tender or auction have to be held.".

§ 2

The General Meeting of Shareholders authorises the Supervisory Board of the Bank to adopt a consolidated text of the Statute, taking into account amendments arising out of provisions of this Resolution.

§ 3

This resolution shall come into effect on the day it is adopted provided that an approval from the Polish Financial Supervision Authority is obtained and the amendments to the Statute of Bank Polska Kasa Opieki Spółka Akcyjna are entered into the Register of Entrepreneurs of the National Court Register.

After the ballot had been taken, the Chairman announced that in secret ballot on the above-mentioned resolution the number of shares was 160.846.971 shares, from which the total number of 160.846.971 valid votes were cast, representing 61,28% of shares in the share capital:

 115.884.985 votes were cast for adoption of the resolution,

 38.240.726 votes were cast against the resolution,

 6.721.260 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was not adopted.

Resolution No. 51

of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on amendments to the Statute of Bank Polska Kasa Opieki Spółka Akcyjna

Pursuant to Article 430 § 1 of the Code of Commercial Companies and § 13.8 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders of the Bank adopts the following:

§ 1

Statute of Bank Polska Kasa Opieki Spółka Akcyjna shall be amended by adding the following items 5b, 5c and 5d in § 14 after item 5a:

"5b. A candidate for Supervisory Board member, appointed by a company with a State Treasury shareholding which remains, in its relations with the Bank, a dominant entrepreneur in the meaning of Article 4(3) of the Act on competition and consumer protection of 16 February 2007, should meet the requirements set forth in Article 19(1-3) and (5) of the Act on managing state property of 16 December 2016.

5c. The General Meeting of Shareholders shall immediately take effort aiming to dismiss a member of the Supervisory Board who fails to meet the requirements provided for in the Statute.

5d. The obligation referred to in item 5c shall not apply to Supervisory Board members appointed by a company other than a company with a State Treasury shareholding which remains, in its relations with the Bank, a dominant entrepreneur in the meaning of Article 4(3) of the Act on competition and consumer protection of 16 February 2007.".

§ 2

§ 3

After the ballot had been taken, the Chairman announced that in secret ballot on the above-mentioned resolution the number of shares was 160.848.171 shares, from which the total number of 160.848.171 valid votes were cast, representing 61,28% of shares in the share capital:

 115.884.985 votes were cast for adoption of the resolution,

 38.241.926 votes were cast against the resolution,

 6.721.260 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was not adopted.

Resolution No. 51

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

Statute of Bank Polska Kasa Opieki Spółka Akcyjna shall be amended as follows:

1) In § 18, item 4b shall be added, reading as follows:

"4b. Review of the report on the application of good practices, as referred to in Article 7(3) of the Act on managing state property,";

9) in § 20, item 3b shall be added after item 3, reading as follows:

"3b. The Management Board shall draw up and submit, to the Supervisory Board, a report on the application of good practices referred to in Article 7(3) of the Act on managing state property.".

§ 2

§ 3

 115.884.985 votes were cast for adoption of the resolution,

 38.240.726 votes were cast against the resolution,

 6.721.260 votes abstained.

The Chairman of the Meeting stated that the proposed resolution was not adopted.

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ATTACHMENT to_adopted_resolution_Remuneration Policy

REMUNERATION POLICY FOR MEMBERS OF THE SUPERVISORY BOARD AND MANAGEMENT BOARD OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA

§ 1.

GENERAL PROVISIONS AND MAIN ASSUMPTIONS

1. This Remuneration Policy for Members of the Supervisory Board and Management Board of Bank Polska Kasa Opieki Spółka Akcyjna (hereinafter referred to as: "Policy") has been developed taking into account the relevant provisions of:

a) the Act of 29 August 1997 - Banking Law (hereinafter referred to as: "Banking Law") and implementing acts issued on its basis, in particular the implementing regulations issued on the basis of Article 9f of the Banking Law;

b) the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (hereinafter referred to as: "Act on Public Offering"), in particular provisions laid down in Chapter 4a of that Act;

c) Principles of Corporate Governance for Supervised Institutions adopted under the Resolution of the Polish Financial Supervision Authority of 22 July 2014;

d) Good Practices of WSE Listed Companies 2016 constituting an appendix to Resolution No. 26/1413/2015 of the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange) of 13 October 2015.

2. Whenever this Policy refers to the Bank, it means Bank Polska Kasa Opieki Spółka Akcyjna.

3. The Policy defines framework principles and rules governing the determination, monitoring and controlling of remuneration principles and practices used by the Bank in regard to Members of its Supervisory Board and Management Board.

4. The policy supports:

a) proper and effective risk management and does not encourage taking excessive risk;

b) implementation of the Bank management strategy and risk management strategy;

c) mechanisms for managing the conflicts of interests existing in the Bank's operations and preventing them.

5. Solutions adopted in this Policy contribute to the implementation of the business strategy, long-term interests and stability of the Bank as well as aim to support the sustainable growth of the Bank, including to ensure that the Policy is consistent with the strategy for the introduction of risks to sustainable growth in the investment decision-making process into the Bank's operations.

6. Purposes referred to in paragraphs 4 and 5 above are achieved primarily by:

a) introducing variable components of remuneration of Members of the Management Board, the final value of which depends on the Bank's results;

b) making the payment of variable components of remuneration of Members of the Management Board conditional on the fulfilment of specific capital requirements by the Bank;

c) making it possible to award a part of the variable remuneration to Members of the Management Board in the form of financial instrument with a deferred maturity date;

d) taking the strategy for the introduction of risks to sustainable growth in the investment decision-making process into the Bank's operations into consideration in management goals referred to in § 3 (3.5) below.

e) conditioning the amount and possibility of awarding the variable remuneration of Members of the Management Board on the results of the compliance and risk assessments carried out by the Supervisory Board as part of the assessment of the degree of achievement of management goals referred to in § 3 (3.5) below.

7. When applying the Policy, the Bank pays attention to ensuring equal treatment as regards remuneration and other benefits, regardless of age, race, culture, gender, disability, sexual orientation, religion, nationality, beliefs or political views, trade union membership, ethnic origin, creed or marital status.

8. Notwithstanding the next sentence, the Bank pays remuneration to Members of the Supervisory Board and Members of the Management Board in accordance with the Policy. In the case of any discrepancies between any provision of the Policy and Articles 9ca and 9cb of the Banking Law or implementing regulations issued pursuant to Article 9f.1 (2) and (2) of the Banking Law, the latter shall prevail.

9. Working and pay conditions applicable to employees of the Bank other than Members of the Supervisory Board and Members of the Management Board have been taken into consideration when establishing the Policy in the following way:

a) due to the special function and generally applicable provisions regulating the relationships of members of corporate bodies with the company, the Bank does not conclude employment contracts with Members of the Supervisory Board and Members of the Management Board; the Bank does, however, conclude contracts for management services with Members of the Management Board;

b) the remuneration of Bank employees other than Members of the Supervisory Board and Members of the Management Board is determined in such a way that the fixed monthly portion of remuneration of any employee does not exceed the amount of the fixed monthly remuneration payable to the Member of the Management Board who receives the lowest remuneration;

c) the Policy, similarly to the remuneration policy addressed to all employees of the Bank, is consistent with the objectives of the Bank's business strategy, risk management strategy as well as the organisational culture of the Bank and its corporate values;

d) the variable remuneration awarded is linked to the results achieved by the Bank, organisational unit and each employee, and the Bank applies the same principles of verification of compliance of conduct and operation with internal and external regulations, both in terms of behaviour of each employee and business goals pursued them;

e) the Bank complies with the requirements related to the determination of remuneration set out in applicable provisions of Banking Law, including in implementing regulations issued pursuant to Article 9f.1 (1) and (2) of the Banking Law and in recommendations of supervisory and audit authorities, to Members of the Supervisory Board, Members of the Management Board and other Bank employees identified as persons whose professional activity has a significant impact on the risk profile of the Bank.

10. Internal regulations concerning the management of conflicts of interests are adopted and applied at the Bank in the form of an appropriate policy or rules of procedure, and Members of the Supervisory Board and Members of the Management Board are obliged to observe them, including insofar as a conflict of interests could arise in connection with the implementation or application of the Policy. In addition, solutions adopted at the Bank ensure that conflicts of

interests connected with the Policy are identified and appropriately managed, including without limitation by:

a) ensuring that the management goals referred to in Article 3 (3.5) below are clarified by the Supervisory Board taking into account the risk of a potential conflict of interests,

b) introducing objective criteria (indicators) for assessing the degree of achievement of management goals referred to in § 3 (3.5) below, and

c) ensuring the independence of internal control units employees.

11. The maximum ratio between variable and fixed components of remuneration that may be awarded to Members of the Management Board is determined by the Resolution No. 29 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on the approval of the maximum ratio between the variable and fixed components of remuneration for the Management Positions at the Bank, adopted on 16 June 2016.

§ 2.

MEMBERS OF THE SUPERVISORY BOARD

1. Basis for the discharge of office

1.1. Each of the Members of the Supervisory Board discharges their office on the basis of an appointment by a resolution of the General Meeting, and the Bank does not enter into employment contracts, contracts of mandate, specific-task contracts or any other contracts of a similar nature with Members of the Supervisory Board on account of their appointment.

1.2. The Members of the Supervisory Board are appointed for a term of office the duration of which is set out in the Articles of Association of the Bank.

1.3. A Member of the Supervisory Board may be dismissed at any time by the General Meeting. The mandate of a Member of the Supervisory Board may also expire in other cases specified in the Articles of Association of the Bank and generally applicable provisions of law.

2. Terms and conditions of remuneration of Members of the Supervisory Board

2.1. Members of the Supervisory Board are entitled to remuneration in a fixed monthly amount. Members of the Supervisory Board are not entitled to any variable remuneration.

2.2. Notwithstanding paragraphs 2.3 to 2.7 below, the monthly remuneration of Members of the Supervisory Board of the Bank is determined as the product of the base amount referred in Article 1.3 (11) of the Act of 9 June 2016 on the principles for the determination of remuneration of persons managing certain companies (hereinafter referred to as the "Act") and the multiplier of 2.75.

2.3. For the Chairperson of the Supervisory Board, the monthly remuneration determined in accordance with paragraph 2.2 above is raised by 10%.

2.4. For the Deputy Chairperson of the Supervisory Board, the monthly remuneration determined in accordance with paragraph 2.2 above is raised by 9%.

2.5. Provided that the chairperson of a Committee operating within the Supervisory Board does not at the same time act as the Chairperson or Deputy Chairperson of the Supervisory Board, the monthly remuneration of the chairperson of a Committee operating within the Supervisory Board, determined in accordance with paragraph 2.2 above, is raised by 9%.

2.6. Provided that the Secretary of the Supervisory Board does not at the same time act as the Chairperson or Deputy Chairperson of the Supervisory Board or the chairperson of a Committee operating within the Supervisory Board, the monthly remuneration of the Secretary of the Supervisory Board, determined in accordance with paragraph 2.2 above, is raised by 8%.

2.7. Members of the Supervisory Board are entitled to remuneration determined in accordance with paragraphs 2.2 to 2.6 above, unless they act as a member of the Management Board at Powszechny Zakład Ubezpieczeń Spółka Akcyjna (hereinafter referred to as: "PZU SA") or any enterprise controlled by PZU SA, within the meaning of Article 4 (4) of the Act of 16 February 2007 on Competition and Consumer Protection (hereinafter referred to as: "ACCP"), other than the Bank.

2.8. Irrespective of the remuneration referred to in paragraph 2.2 above, Members of the Supervisory Board are entitled to the reimbursement of costs related to the participation in the works of the Supervisory Board, and in particularly justified cases other benefits referred to in § 3 (6) below may be granted.

2.9. Members of the Supervisory Board have the right to join the Employee Capital Plan functioning at the Bank (hereinafter referred to as: "ECC") on terms in force at the Bank.

§ 3.

MEMBERS OF THE MANAGEMENT BOARD

1. Basis for the discharge of office

1.1. The President of the Management Board and other Members of the Management Board are appointed by the Supervisory Board according to the procedure and on terms and conditions set out in the Articles of Association of the Bank as well as generally applicable provisions of law.

1.2. The term of office of Members of the Management Board is specified in the Articles of Association of the Bank. The mandate of a Member of the Management Board expires in cases specified in the Articles of Association of the Bank and generally applicable provisions of law.

2. Contract concluded with Members of the Management Board as well as procedure for and terms of its termination

2.1. A contract for management services is concluded with a Member of the Management Board for the duration of their term of office (hereinafter referred to as: "Contract"), with the obligation to provide a personal performance regardless whether the Member operates within the scope of their business.

2.2. The contents of the Contract are determined by the Supervisory Board on terms and conditions set out in the Act and pursuant to the provisions laid down in the Policy.

2.3. Should the mandate expire, especially due to death, dismissal or resignation, the Contract is terminated as of the last day on which the office was discharged, without a notice period and the need to perform any additional activities.

2.4. Should the Contract be terminated by mutual agreement of the parties, the agreed termination date of the Contract cannot fall later than within 3 (three) months.

2.5. Each of the Parties has the right to terminate the Contract with immediate effect upon a gross breach of the provisions laid down in the Agreement by the other party.

2.6. Each of the parties has the right to terminate the Contract for reasons other than specified in paragraph 2.5 above, with a maximum notice period of 3 (three) months, with the reservation that should an event referred to in paragraph 2.3 above resulting in the termination of the

Contract due to the fact that the office has ceased to be discharged occur during the notice period, the Contract is terminated pursuant to paragraph 2.3 above.

2.7. The Contract may provide for different notice periods depending on how long a Member of the Management Board has discharged their office, subject to paragraph 2.3 above, and also provide that the notice period of the Contract expires as of the end of the calendar month.

2.8. The Contract provides for an obligation that a Member of the Management Board must inform the Bank of the intention to discharge the office of a member of a corporate body of another commercial company, the acquisition of shares in such company, and may provide for a prohibition to discharge an office in the corporate bodies of any other commercial company or introduce any other restrictions concerning the activity of a Member of the Management Board.

3. Terms and conditions of remuneration of Members of the Management Board - Fixed Remuneration and Variable Remuneration

3.1. The total remuneration of a Member of the Management Board consists of a fixed part constituting the basic monthly remuneration (hereinafter referred to as: "Fixed Remuneration") and a variable part constituting supplementary remuneration for the financial year of the Bank (hereinafter referred to as: "Variable Remuneration").

3.2. The Fixed Remuneration of individual Members of the Management Board ranges from seven times to fifteen times the base amount referred to in Article 1.3 (11) of the Act.

3.3. In a situation where a Member of the Management Board is simultaneously employed on under an employment contract, contract of mandate, management service contract or other civil law contract of a similar nature by PZU SA or an entrepreneur other than the Bank who is controlled by PZU SA within the meaning of Article 4 (4) of the ACCP, the remuneration is payable under each legal relationship, whereas the total monthly basic monthly remuneration from all legal relationships may not exceed the upper limit of the reference range specified in paragraph 3.2 above. This rule shall apply accordingly in the case of appointment of a Member of the Management Board to the management board of an enterprise controlled by PZU S.A. within the meaning of Article 4 (4) of the ACCP, if it is possible within the meaning of separate regulations to discharge the office of Member of the Management Board of the Bank and that enterprise at the same time.

3.4. The Supervisory Board is authorised to specify the amount of Fixed Remuneration for individual Members of the Management Board in accordance with the provisions of paragraphs 3.2 to 3.3 above.

3.5. The Variable Remuneration of each Member of the Management Board depends on the degree of achievement of set management goals (hereinafter referred to as: "Management Goals") and, without prejudice to § 1 (9) above, may not exceed 100% of the Fixed Remuneration of that Member of the Management Board in the previous financial year for which the amount of payable variable remuneration was calculated.

3.6. The general Management Goals are as follows:

a) to increase the Bank's value,

b) to improve economic and financial indicators.

3.7. A separate Management Goal constituting a condition for the award of Variable Remuneration, consisting in the implementation of remuneration principles applicable to members of management and supervisory bodies and consistent with the provisions laid down in the Act in all subsidiaries of the Bank belonging to the capital group within the meaning of Article 4 (14) of the Act of 16 February 2007 on Consumer and Competition Protection, is established.

3.8. A separate Management Goal constituting a condition for the award of Variable Remuneration, consisting in the performance of obligations referred to in Articles 17 to 20, Article 21 and Article 23 of the Act of 16 December 2016 on the Principles of State Asset Management.

3.9. Subject to paragraphs 3.10 to 3.11 and § 4 below, a Member of the Management Board of the Bank is entitled to the Variable Remuneration after the approval of the statement of the Management Board on the operations of the Bank as well as the financial statements for the previous financial year and after that Member of the Management Board is granted discharge for the performance of their duties by the General Meeting.

3.10. Subject to § 4 below, the payment of at least 40% of the Variable Remuneration is deferred. The expiry of the mandate during or after the lapse of the financial year under assessment in terms of achievement of management goals does not result in the loss of entitlement to variable remuneration.

3.11. Subject to § 4 below, at least 50% of the Variable Remuneration is awarded in shares or other financial instruments of the Bank in order to contribute to the implementation of the business strategy, long-term interests and stability of the company, including by reducing incentives to make decisions oriented towards short-term growth of the value of the Bank and/or improvement of its economic and financial indicators at the expense of care for long-term interests and stability of the Bank.

3.12. Subject to section 3.13 below, it is not possible for the Bank to demand that a Member of the Management Board return a part of the Variable Remuneration that has already been acquired.

3.13. In cases specified in generally applicable provisions of law, including in the case of negative results of compliance assessment or risk assessment, the amount of Variable Remuneration that will be awarded to a Member of the Management Board or the amount of individual deferred parts of Variable Remuneration may be reduced accordingly by the Supervisory Board, including to zero.

3.14. A Member of the Management Board shall not collect any remuneration for the discharge of the office of member of a corporate body in subsidiaries of the Bank within the capital group within the meaning of Article 4 (14) of the ACCP.

3.15. Within the limits set out in paragraphs 3.5 to 3.13, detailed principles governing the variable remuneration scheme applicable to the management staff and defining the rules, decision-making path and conditions for payment and deferral as well as criteria (indicators) as regards financial and non-financial results related to the award of Variable Remuneration are determined by the Supervisory Board in the form of an appendix to an individual Contract concluded with a Member of the Management Board of the Bank.

3.16. Members of the Management Board are considered by the Bank as persons whose professional activity has a significant impact on the risk profile of the Bank and who, to the extent not regulated in the Policy, are subject to the requirements arising from separate internal regulations of the Bank and generally applicable provisions of law concerning the identification of such persons and rules governing their remuneration.

3.17. All amounts referred to in this paragraph 3 are increased by value added tax (VAT), if it is due.

4. Terms and conditions of remuneration of Members of the Management Board - Severance Pay and Non-competition Clause

4.1. Should the Contract be terminated with or without notice by the Bank for reasons other than a breach of basic obligations, a Member of the Management Board may be awarded a severance pay in the amount not higher than three times the amount of Fixed Remuneration, provided that they have discharged the office for at least twelve months prior to the termination of the

Contract. The Contract should provide for the option to suspend, limit or refuse the payment of severance pay due to poor individual results, poor results of the subordinate unit, or poor results of the entire Bank.

4.2. A Member of the Management Board is not entitled to the severance pay referred to in paragraph 4.1 if:

a) the Contract is terminated, with or without notice, or amended due to the change of function discharged in the Management Board;

b) the Contract is terminated, with or without notice, or amended due to appointment for another term of office in the Management Board;

c) they take up the office of member of the management board in a company from the capital group of the Bank;

d) they resign from the office.

4.3. The Supervisory Board may enter into a non-competition agreement with a Member of the Management Board which shall enter into force after that Member ceases to discharge their office, with the stipulation that it may be concluded only if the Member of the Management Board has discharged their office for a period of at least 3 (three) months.

4.4. Compliance with the non-competition clause after ceasing to discharge the office as referred to in paragraph 4.3 above gives rise to entitlement to compensation in the amount equal to 100% of monthly Fixed Remuneration for each month during which the non-competition clause remains in effect.

4.5. It is not allowed to enter into a non-competition agreement after the Contract has been terminated, either with or without notice.

4.6. The duration of the non-competition clause cannot exceed 6 (six) months after the Member of the Management Board ceases to discharge their office.

4.7. Should a Member of the Management Board not perform or improperly perform a non-petition agreement, they shall pay the Bank a contractual penalty not lower than the amount of compensation due for the entire duration of the non-competition clause.

4.8. The non-competition clause shall cease to be in effect prior to the expiry of the term for of the non-competition agreement, if a Member of the Management Board takes an office in another company within the meaning of Article 1.3 (7) of the Act.

5. Terms and conditions of remuneration of Members of the Management Board - ECP and additional Pension Schemes and Early Retirement Schemes

5.1. The Members of the Management Board have the right to join Employee Capital Plans (ECP) on terms in force at the Bank.

5.2. Where Bank employees are covered by any Pension Scheme or Early Retirement Scheme, Members of the Management Board are entitled to participate in such Scheme on terms applicable to employees classified by the Bank as senior management, and a resolution concerning the amendment of the Policy, supplementing the Policy with a description of the main characteristics of such scheme to the extent concerning Members of the Management Board shall be put to a vote at the next General Meeting after such Pension Scheme or Early Retirement Scheme is introduced. The draft resolution of the General Meeting referred to in the preceding sentence shall be drawn up by the Management Board and then approved by the Supervisory Board upon obtaining prior opinion of the Nomination and Remuneration Committee.

6. Terms and conditions of remuneration of Members of the Management Board - Other Benefits

On terms and conditions set out in the Contract, Members of the Management Board may be entitled to other cash or non-cash benefits, in particular such as:

a) the possibility of using technical devices and resources being the property of the Bank, necessary to discharge an office in the Management Board;

b) training to raise professional qualifications necessary to perform a function at the Bank;

c) medical care;

d) insurance:

o directors and officers liability insurance (D&O),

o public offering of securities insurance,

o life and health insurance as well as insurance against loss of income due to illness or

o an accident.

e) the right to an interruption in the performance of management services which does not reduce the Fixed Remuneration;

f) grant access to technical devices and resources being the property of the Bank, necessary to discharge duties, and limits of costs borne by the Bank in connection with granting access to devices and resources for business purposes and methods of their determination;

g) coverage of expenses related to business trips, commute to and from the place where services are provided or accommodation, including expenses related to renting a hotel room of an appropriate standard or an apartment.

§ 4.

CLARIFICATION OF THE RULES LAID DOWN IN THE POLICY

The Supervisory Board is authorised to clarify the rules set out in the Policy, including by including appropriate provisions in Contracts concluded with individual Members of the Management Board, to the following extent and within the following limits:

a) specify the type and conditions for awarding other benefits referred to in § 3 (6) above and their description as well as specify when and on what terms it is possible to use the property of the Bank for private purposes;

b) clarify prohibitions and restrictions referred to in § 3 (2.8), (3.3) and (3.12), reporting obligations from the compliance with those prohibitions and restrictions, and sanctions for non-compliance;

c) specify detailed rules and deadlines for the payment of Fixed Remuneration to Members of the Management Board, with the stipulation that the specified rules and deadlines cannot change the nature of Fixed Remuneration as a monthly benefit;

d) specify detailed Management Goals for individual Members of the Management Board for the relevant financial year and determine weights for those goals as well as objective, measurable, clear, complex and diverse financial and non-financial criteria (indicators) as regards the achievement and settlement of those goals, with the stipulation that:

o when clarifying the Management Goals for individual Members of the Management Board, the scope of competencies of each Member of the Management Board of the Bank, requirements arising from generally applicable provisions of law, recommendations of supervisory and audit authorities, and the risk of a potential conflict of interests should be taken into consideration,

o specified criteria (indicators) should take into account, to the extent consistent with the long-term strategy of the Bank, social interests and obligations of the Bank in the field of environmental protection and undertaking actions aimed at preventing and eliminating negative social effects of the Bank's operations, and a strategy for the introductions of risks to sustainable growth in the investment decision-making process into the Bank's operations,

o specified criteria (indicators) should each time contribute to the implementation of the business strategy, long-term interests and stability of the company by accordingly taking into account the cost of risk of the Bank, the cost of capital and liquidity risk in the long-term perspective in the Bank's results under assessment, adopted for the purpose of determining the Variable Remuneration,

o assessment of the extent to which the specified criteria (indicators) have been met may be carried out using both quantitative and qualitative method,

o the final decision whether to award or confirm the acquisition of Variable Remuneration and its possible amount should each time depend on the results of the compliance and risk assessments carried out by the Supervisory Board,

o the Supervisory Board determines whether conditions to award Variable Remuneration for the relevant financial year to individual Members of the Management Board have been met based on the financial statements verified by statutory auditors and other documents relevant to the assessment of the achievement of set Management Goals, with the stipulation that should the mandate of a Member of the Management Board expire during the relevant financial year, the amount of Variable Remuneration for that year is determined taking into account the period during which a Member of the Management Board discharged that office in the relevant financial year;

e) determination of the part of the Variable Remuneration awarded to individual Members of the Management Board is subject to deferral, the period of such deferral, time limits within which individual deferred parts of the Variable Remuneration are acquired and paid out, conditions which may result in the part of Variable Remuneration being reduced or not awarded, and the determination of cases in which it is possible to not apply the deferral period and grant the entire Variable Remuneration in advance, with the stipulation that:

o unless the Banking Law or any other generally applicable provisions of law and recommendations of supervisory and audit authorities stipulate otherwise, the period of deferral should not be longer than 36 months,

o should a 36-month period of deferral be applied, the deferred part of Variable Remuneration is divided into 3 equal parts which are acquired and settled successively after 12, 24 and 36 months from the day of awarding the Variable Remuneration for the relevant financial year, provided that during that period there are no circumstances proving that conditions for the payment of the deferred part of Variable Remuneration have not been satisfied,

o it is not allowed to not apply the period of deferral and award the entire amount of Remuneration in advance, if the amount of Remuneration due exceeds PLN 150,000 gross;

f) determination of the type of financial instrument of the Bank in which the part of Variable Remuneration is awarded, period during which the entitlement to receive Variable Remuneration in the form of financial instruments is acquired, and determination of cases in which it is possible to award the entire amount of Variable Remuneration in cash, with the stipulation that it is not allowed to award the entire amount of Variable Remuneration in cash, if the amount of Variable Remuneration due exceeds PLN 150,000 gross.

§ 5.

DESCRIPTION OF THE DECISION-MAKING PROCESS CONDUCTED IN ORDER TO ESTABLISH, IMPLEMENT, AND REVIEW THE REMUNERATION POLICY

1. The Policy has been drawn up by the Management Board and then approved by the Supervisory Board upon obtaining prior opinion of the Nomination and Remuneration Committee.

2. The Policy is adopted by resolution of the General Meeting.

3. Members of the Management Board are responsible for information included in the Policy. Moreover, the Management Board is responsible for the implementation and application of the Policy after its adoption by the General Meeting.

4. The Nomination and Remuneration Committee is responsible for issuing opinions on and monitoring the Policy as well as supporting other bodies of the Bank in determining and implementing the Policy.

5. The General Meeting adopts a resolution on the Policy at least every four years. A major amendment of the Policy requires its adoption, by way of a resolution, by the General Meeting.

6. Subject to paragraph 7 below and without prejudice to any other obligations to draw up other statements and reports concerning the remuneration policy in force at the Bank and its functioning arising from the generally applicable provisions of law, the Supervisory Board draws up an annual remuneration report (hereinafter referred to as: "Remuneration Report") presenting a comprehensive review of remunerations, including all benefits regardless of their form, received by individual Members of the Management Board and of the Supervisory Board or due to individual Members of the Management Board and of the Supervisory Board in the last financial year pursuant to the Policy. The detailed scope of the Remuneration Report is defined in Article 90g of the Act on Public Offering.

7. The first Remuneration Report will be prepared jointly for the years 2019 and 2020.

8. Responsibility for the information contained in the Remuneration Report rests with the Members of the Supervisory Board.

9. The General Meeting adopts a resolution containing a opinion on the Remuneration Report. The resolution is of an advisory nature.

10. The Remuneration Report is subject to assessment by a statutory auditor insofar as set out in Article 90g.10 of the Act of 29 July 2005 on Public Offering.

11. Based on the resolution adopted at the request of the General Meeting, the Management Board or on its own initiative, the Supervisory Board may decide to temporarily waive, either in full or in the part specified by the Supervisory Board, the application of § 3 or § 4 of the Policy, if it is necessary to pursue long-term interests and achieve financial stability of the Bank or to guarantee its

profitability. A prerequisite that justifies waiving the application of elements of the Policy indicated in the preceding sentence may include, in particular, a decline in the capital adequacy ratios of the Bank below the levels required by the Polish Financial Supervision Authority, a decline in income resulting in a loss as at the end of the financial year or a significant restructuring or consolidation programme requiring a particularly large involvement of the Members of the Supervisory Board or Members of the Management Board. Depending on the circumstances that justify waiving the application of elements of the Policy indicated by the Supervisory Board pursuant to this paragraph, the waiving may result in the application of more or less strict solutions related to rules governing the remuneration of Member of the Management Board than those set out in the Policy, in particular Members of the Management Board may be awarded lower or higher Fixed Remuneration than specified pursuant to § 3 (3.2) above or an additional variable benefit dependent on the achievement of specified project goals.

§ 6.

ENTRY INTO FORCE AND PUBLICATION

1. Without prejudice to other obligations of the Bank arising from generally applicable provisions of law and recommendations of supervisory and audit authorities concerning the disclosure of information on the remuneration policy in effect at the Bank, the Bank shall make the Policy and resolution of the General Meeting on its adoption, along with the date of its adoption and voting results, and the Remuneration Report available on its website. The conditions on which documents referred to in the previous sentence are made available as well as the period for which they are made available is set out pursuant to the provisions laid down in the Act on Public Offering.

2. The Policy enters into force as of the day specified in the resolution of the General Meeting.

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ATTACHMENT to_not_adopted_resolution_Remuneration Policy