ANNOUNCEMENT ON CONVENING THE GM

ANNOUNCEMENT ON CONVENING THE ORDINARY GENERAL MEETING OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA

The Management Board of Bank Polska Kasa Opieki Spółka Akcyjna with the seat in Warsaw at Grzybowska Str. 53/57, 00-950 Warsaw, registered in the Entrepreneurs Register held by the District Court for the Capital City of Warsaw, XII Economic Division of the National Court Register , under KRS no. 0000014843, entered into the National Court Register on 2nd July 2001 (hereinafter referred to as 'the Bank'), acting pursuant to Art. 399 § 1 and Art. 402 1 and Art. 395 § 1 of the Commercial Companies Code in connection with § 8 sec. 1 and 2 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, convenes the Ordinary General Meeting of the Bank.

As at the date of announcement, the total number of shares of the Bank amounts to 262,367,367 which corresponds to 262,367,367 of votes.

I DATE, HOUR AND VENUE OF THE ORDINARY GENERAL MEETING AND DETAILED AGENDA

The Management Board of the Bank convenes the Ordinary General Meeting of the Bank for the day of April 19th 2011 at 11:00 a.m., in Warsaw at Żwirki i Wigury Street 31 in building B of the Lipowy Office Park complex, with the following agenda:

1. Opening of the Ordinary General Meeting.

2. Election of the Chairman of the Ordinary General Meeting.

3. Concluding correctness of convening the Ordinary General Meeting and its capacity to adopt binding resolutions.

4. Election of the Voting Commission.

5. Adoption of the agenda.

6. Consideration of the Management Board's report on the activity of the Bank in 2010.

7. Consideration of the financial statements of the Bank for 2010.

8. Consideration of the Management Board's report on the activity of the Bank's Capital Group in 2010.

9. Consideration of the consolidated financial statements of the Bank's Capital Group for 2010.

10. Consideration of the motion of the Management Board on distribution of the Bank's net profit for 2010.

11. Consideration of the report of the Bank's Supervisory Board on its activity in 2010 and the results of the review of the reports on: the activity of the Bank and of the Bank's Capital Group in 2010, financial statements of the Bank and of the Bank's Capital Group for 2010 as well as on the motion of the Management Board on the distribution of the Bank's net profit for 2010.

12. Adoption of the resolutions on:

1) approving the Management Board's report on the activity of the Bank in 2010,

2) approving the financial statements of the Bank for 2010,

3) approving the Management Board's report on the activity of the Bank's Capital Group in 2010,

4) approving the consolidated financial statements of the Bank's Capital Group for 2010,

5) distribution of the Bank's net profit for 2010,

6) approving the report of the Bank's Supervisory Board on its activity in 2010,

7) approving the performance of duties by Members of the Supervisory Board in 2010,

8) approving the performance of duties by Members of the Management Board in 2010.

13. Consideration of the motion regarding the changes in the composition of the Supervisory Board of the Bank and adoption of the resolutions on changes in the composition of the Supervisory Board of the Bank.

14. Consideration of the motion regarding the changes of remuneration for the Members of the Supervisory Board and adoption of the resolution on changes of remuneration for the Members of the Supervisory Board

15. Consideration of the motion and adoption of the resolution on amendments to the Statute of the Bank.

16. Adoption of the resolution on authorizing the Supervisory Board to determine the uniform text of the Statute of the Bank.

17. Closing of the Ordinary General Meeting.

II DAY OF REGISTRATION OF PARTICIPATION IN THE ORDINARY GENERAL MEETING OF THE BANK AND THE INFORMATION ABOUT THE RIGHT TO PARTICIPATE IN THE ORDINARY GENERAL MEETING OF THE BANK

The day of registration of participation in the Ordinary General Meeting of the Bank falls sixteen days before the date of the Ordinary General Meeting (registration date), i.e. on April 4th 2011. Only the persons being Shareholders of the Bank on April 4th 2011, i.e. on the date of registration of participation in the Ordinary General Meeting, are entitled to participate in the Ordinary General Meeting of the Bank.

At the request of the party eligible from dematerialized bearer shares of the Bank, presented no earlier than after the Ordinary General Meeting is announced, no later than on the first day after the registration date, i.e. no later than on April 5th 2011, an entity running the securities account shall issue a registered certificate about the right to participate in the Ordinary General Meeting.

The Management Board of the Bank shall determine a list of Shareholders entitled to participate in the Ordinary General Meeting based on a specification prepared by the National Depository for Securities Joint Stock Company, in accordance with the regulations on trading in financial instruments.

III PROCEDURES CONCERNING PARTICIPATION IN THE ORDINARY GENERAL MEETING OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA AND EXERCISING THE VOTING RIGHTS

1. Information about the Shareholder's right to request to include specific issues in the agenda of the Ordinary General Meeting

A Shareholder or Shareholders who represent at least one-twentieth of the share capital of the Bank may request to include the specific issues in the agenda of the Ordinary General Meeting. A request of the Shareholder or the Shareholders should be presented to the Management Board of the Bank no later than twenty one days before the fixed date of the Ordinary General Meeting, i.e. no later than on March 29th 2011 inclusive.

The request should include a justification or a draft of the resolution concerning the proposed point of the agenda.

The request can be made in writing (i.e. it can be delivered personally upon confirmation of receipt, or it can be sent to the Bank upon confirmation of sending and receipt) at the address: Bank Pekao S.A., President's Office, Żwirki i Wigury Street 31, 02-091 Warsaw or in the electronic form (e-mail) by sending an e-mail message at the dedicated e-mail address: [email protected] The proof that the above-mentioned request was submitted in due time will be the date of its receipt by the Bank, and in case of request submitted in the electronic form - the date of turning up of the aforementioned request in the electronic mail system of the Bank (the date of its entry into the mail server of the Bank). The above-mentioned request can be submitted with the use of the properly filled in and signed form downloaded from the website of the Bank, whereas in case of use of the electronic form it is required that the form and all the enclosed documents should be sent as attachments in the PDF format.

The Shareholder or the Shareholders requesting to include the specific issues in the agenda have to present, along with the request, the documents confirming their identity and eligibility to demand to include the specific issues in the agenda of the Ordinary General Meeting, in particular:

1) a certificate of deposit, or a certificate about the right to participate in the Ordinary General Meeting of the Bank, issued by the entity running the securities account, according to the provisions of trading in financial instruments, confirming that its addressee is the Shareholder of the Bank and he/she possesses the proper number of shares on the day of the submission of the request,

2) in case of a Shareholder being an individual - a copy of the ID card, passport or another document confirming his/her identity,

3) in case of a Shareholder other than an individual - a copy of an actual extract from the relevant register, or another document confirming the authorisation to represent the Shareholder.

A duty to attach the documents, referred to herein above, concerns both the Shareholders submitting the request in written as well as in the electronic form. The documents shall be attached in the form relevant for the request (a document on paper, or its copy or a scan and conversion into the PDF format). The Bank may take necessary actions with the aim to identify the Shareholder or the Shareholders and verify the validity of sent documents.

The Management Board - without delay, however no later than eighteen days before the fixed date of the Ordinary General Meeting, i.e. no later than April 1st 2011 - will announce the changes in the agenda introduced at the request of the Shareholder or the Shareholders. The announcement concerning the new agenda will be published on the Bank's website www.pekao.com.pl

2. Information about the Shareholder's right to present drafts of resolutions concerning the issues included in the agenda of the Ordinary General Meeting or the issues which are to be included in the agenda before the date of the Ordinary General Meeting 

The Shareholder or the Shareholders of the Bank representing at least one twentieth of the share capital can, before the date of the Ordinary General Meeting, submit to the Bank in writing (i.e. deliver personally upon confirmation of receipt, or send to the Bank upon confirmation of sending and receipt) at the address of Bank Pekao S.A., President's Office, Żwirki i Wigury Street 31, 02-091 Warsaw or with the use of the means of electronic communication by sending an e-mail message at the dedicated e-mail address: [email protected], the drafts of resolutions concerning the issues introduced into the agenda of the Ordinary General Meeting, or the issues which are to be introduced into the agenda. The aforementioned drafts of resolutions have to be presented to the Bank no later than 24 hours before the date of the Ordinary General Meeting as a result of the necessity to publish them by the Bank on the website. The proof that the above-mentioned drafts were submitted in due time will be the date and the time of their receipt by the Bank, and in case of the drafts submitted in the electronic form - the date and the time of turning up of the aforementioned drafts in the electronic mail system of the Bank (the date of their entry into the mail server of the Bank).

The drafts of resolutions can be submitted by a Shareholder with the use of the properly filled in and signed form downloaded from the website of the Bank, whereas in case the electronic means of communication is used, it is required that the form and all the enclosed documents should be sent as attachments in the PDF format.

The drafts of resolutions shall be published without delay on the Bank's website www.pekao.com.pl

A Shareholder or Shareholders submitting the drafts of resolutions should present the documents confirming their identity and eligibility to submit the drafts of resolutions, in particular:

1) a certificate of deposit, or a certificate about the right to participate in the Ordinary General Meeting of the Bank, issued by the entity running the securities account, according to the provisions of trading in financial instruments, confirming that its addressee is a Shareholder of the Bank and he/ she possesses the proper number of shares on the day of the submission of the request,

2) in case of a Shareholder being an individual - a copy of the ID card, passport or another document confirming his/her the identity,

3) in case of a Shareholder other than an individual - a copy of the actual extract from the relevant register, or another document confirming the authorisation to represent the Shareholder,

A duty to attach the documents, referred to herein above, concerns both the Shareholders submitting the request in written as well as in the electronic form. The documents shall be attached in the form relevant for the request (a document on paper, or its copy or scan and conversion into the PDF format). The Bank may take necessary actions with the aim to identify the Shareholder or the Shareholders and verify the validity of sent documents.

3. Information about the Shareholder's right to present the drafts of resolutions concerning the issues introduced into the agenda during the Ordinary General Meeting

During the Ordinary General Meeting, each of the Shareholders can present the drafts of resolutions concerning the issues introduced into the agenda.

4. Information on exercising the voting right by a proxy holder, including in particular the information about the forms used during voting, and about the way of notifying the Bank by means of electronic communication, about the appointment of a proxy holder

The Shareholders can participate in the Ordinary General Meeting or exercise the voting right personally or through a proxy.

A proxy holder exercises all the rights of the Shareholder at the Ordinary General Meeting, unless the proxy document stipulates otherwise.

The proxy holder can grant further proxies if it results from the proxy document. The proxy holder can represent more than one Shareholder and he/she can vote differently from the shares of each Shareholder. A Shareholder of the Bank holding shares registered on more than one securities account may appoint separate proxies to exercise the rights from shares registered on each of the accounts.

If the proxy holder at the Ordinary General Meeting is a Member of the Management Board, a Member of the Supervisory Board, an employee of the Bank, or a member of governing bodies, or an employee of the Bank's subsidiary company, then a proxy granted to him/her enables such a person to represent the Shareholder only at one Ordinary General Meeting. The proxy holder is obliged to reveal to the Shareholder the circumstances pointing out to the occurrence or the potential occurrence of a conflict of interest. Granting further proxies is in such case excluded.

A proxy to participate in the Ordinary General Meeting and to exercise the voting right has to be granted in writing or in the electronic form. Granting a proxy in the electronic form does not require that a safe electronic signature verifiable by the valid qualified certificate must be affixed to it. A proxy prepared in a foreign language should be translated into Polish by a sworn translator. A proxy not translated into the Polish language by a sworn translator does not produce legal effects.

A Shareholder can notify the Bank about the proxy granted in the electronic form by sending an electronic mail message to the dedicated e-mail address: [email protected]

In the notification about granting a proxy in the electronic form, the Bank's Shareholder shall provide his/her telephone number and e-mail address, as well as the telephone number of the proxy holder and the e-mail address of the proxy holder with the use of which the Bank will be able to communicate with the Shareholder and the proxy holder. In case of doubts, the Bank may take further actions in order to verify the validity of proxy granted in the electronic form and identification of the Shareholder and the proxy holder. The notification about granting a proxy should also include the scope of the proxy, i.e. indicate the number of shares from which the voting rights will be exercised and the date of the General Meeting at which these rights will be exercised. The copies of documents confirming the identity of the Shareholder (a scan and conversion into the PDF format) should be attached to the notification, and in particular:

1) in case of a Shareholder being an individual - a copy of the ID card, passport or another document confirming the identity,

2) in case of a Shareholder other than an individual - a copy of the actual extract from the relevant register, or another document confirming the authorisation to represent the Shareholder (updated as at the day when the proxy was granted).

The notification about granting a proxy in the electronic form has to be made no later than 24 hours before the date of the Ordinary General Meeting due to the need to perform verification actions. The Bank will take appropriate actions verifying the Shareholder and the proxy holder in order to check the validity of the proxy granted in the electronic form. Such a verification can be made in particular by a return question addressed via e-mail or telephone to the Shareholder or the proxy holder in order to confirm the fact of granting the proxy and its scope.

The Bank, on its website, shall make available to download a specimen form of notification about granting a proxy in the electronic form which after being duly completed in accordance with the instruction contained therein should be sent by the Shareholder at the dedicated e-mail address indicated above.

While the attendance list is being made at the Ordinary General Meeting, a proxy holder who has been granted the proxy in the electronic form, is obliged to present a document confirming the fact that the proxy was granted in the electronic form and allowing to identify the Shareholder who made such a declaration, and a document allowing to identify the proxy holder.

The standard of the form allowing to exercise a voting right by the proxy holder containing data defined in Art. 4023 of the Commercial Companies Code, entitled 'The Form for Exercising the Voting Right by the Proxy Holder at the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna with the seat in Warsaw' has been published on the website of the Bank at the address www.pekao.com.pl. If the proxy holder votes with the use of the form, then he/she must deliver the form to the Chairman of the Ordinary General Meeting no later than before the end of voting concerning the resolution which, in accordance with the Shareholder's instruction, is to be voted with its use.

The representatives of legal persons should possess the up-to-date, i.e. from the last 3 months, original or a copy, certified by a notary public, of the extract from the relevant register, and if their right to represent the legal person does not result from the register, they should have a proxy in writing (in the original or a copy certified by a notary public) as well as the original or a copy of the extract from the relevant register, certified by a notary public, updated as at the date when the proxy was granted.

5. Information about the possibility and method of participation in the Ordinary General Meeting by means of electronic communication

The Bank's Statute does not provide for a possibility to participate in the General Meeting by means of electronic communication.

6. Information on delivering statements during the Ordinary General Meeting of Shareholders by means of electronic communication

The Bank's Statute does not provide for a possibility to deliver statements during the General Meeting by means of electronic communication.

7. Information about the method of exercising voting right by correspondence or by means of electronic communication

The Bank's Statute does not provide for a possibility to exercise the voting right by means of electronic communication.

Rules of the Procedures of the General Meeting do not provide for a possibility to exercise the voting right by correspondence.

 IV POSSIBILITY TO OBTAIN INFORMATION CONCERNING THE GENERAL MEETING

The full documentation which is to be presented to the Ordinary General Meeting, together with the drafts of resolutions and information concerning the Ordinary General Meeting will be published on the website of the Bank at the address www.pekao.com.pl as of the date when the General Meeting is convened.

A Shareholder entitled to participate in the Ordinary General Meeting may obtain in a paper form the full text of documentation which is to be presented to the Ordinary General Meeting, as well as the drafts of resolutions or comments of the Management Board or the Supervisory Board at the Bank's Head Office, in Warsaw at Żwirki i Wigury 31 Street, building B between 10.00 a.m. - 3.00 p.m. in working days.

V THE SHAREHOLDER'S ELECTRONIC COMMUNICATION WITH THE BANK

Taking into account the restrictions provided for in the Commercial Companies Code, the Shareholders of the Bank may contact the Bank by means of electronic communication. In particular, the Shareholders of the Bank can present motions, requests as well as send notifications and documents. The Shareholders can communicate with the Bank via electronic mail with the use of a specifically dedicated e-mail address: [email protected] 

The Shareholder using the means of electronic communication bears the sole risk associated with the use of such means.

If the Shareholder sends to the Bank via electronic mail the documents the originals of which were prepared in the language other than the Polish language, then the Shareholder is obliged to attach the translation into the Polish language of those documents made by a sworn translator. Any documents sent by the Shareholder to the Bank, and by the Bank to the Shareholder via electronic mail should be scanned and converted into the PDF format.

VI LIST OF SHAREHOLDERS

The list of Shareholders entitled to participate in the Ordinary General Meeting will be made public in the seat of the Bank at the address Warsaw, Żwirki i Wigury Street 31 , building B as of April 14th 2011.

A Shareholder of the Company may request to be sent the list of Shareholders entitled to participate in the Ordinary General Meeting free of charge by electronic mail, providing his/her e-mail address at which the list should be sent.

Pursuant to Art. 407 § 2 of the Commercial Companies Code, the Shareholder of the Bank has the right to request to be delivered the copies of motions concerning the issues covered by the agenda one week before the Ordinary General Meeting, i.e. as of April 12th 2011.

VII THE ADDRESS OF THE WEBSITE AT WHICH THE INFORMATION CONCERNING THE ORDINARY GENERAL MEETING WILL BE MADE AVAILABLE

All the information and forms concerning the Ordinary General Meeting shall be made available at the following website of the Bank www.pekao.com.pl

VIII OTHER INFORMATION

For the effective course of the debates, the Management Board requests the participants to arrive 30 minutes before the planned commencement of the Ordinary General Meeting.

Proposed amendments to the Statute of the Bank:

1) the current § 6 p. 22 of the Statute reading:

"22) Trading and agency in securities"

shall read:

"22) Trading in securities",

2) removal of the current § 6 p. 25 of the Statute reading:

"25) Dealing in derivative instruments on own account and on order ",

3) removal of the current § 6 p. 28 of the Statute reading:

"28) Agency sale of participation units or certificates of investments in the understanding of the law on investment funds",

4) the current § 6 p. 31 of the Statute reading:

"31) Running the securities accounts",

shall be indicated as point 29 and shall read:

"29) Safe-keeping and registering financial instruments",

5) the current points 26 to 37 of the Statute shall be re-numbered as 25 to 35 respectively,

6) a new point 36 shall be added to § 6 of the Statute in the following wording:

"36) Acting as an agent for investment company",

7) a new point 37 shall be added to § 6 of the Statute in the following wording:

"37) Performing the following activities not classified as brokerage activity:

a) acceptance and transfer of orders to acquire or dispose of financial instruments,

b) execution of the orders referred to in point a, for the account of the customer

c) acquisition or disposal for the own account of financial instruments

d) offering of financial instruments,

e) investment advice,

f) provision of services under standby underwriting agreements and firm commitment underwriting agreements or execution and performance of other similar agreements on financial instruments,

with a reservation that the activities specified in letters a)-f) can only involve securities issued by the State Treasury or the National Bank of Poland or other financial instruments and bonds precluded from the organised trading system, specified in Art. 39p sec. 1 of the Act of October 27th 1994 on paid motorways and the National Road Fund".

The Management Board

DRAFT RESOLUTIONS OF THE ORDINARY GENERAL MEETING of the Bank on 19.04.2011

The Management Board of the Bank is presenting the drafts of resolutions and the attachments to those drafts, being important to the resolutions adopted, which are to be the subject of debates of the General Meeting and which have not been previously communicated to the public in accordance with Art. 56 par. 1 p. 1 of the Act on Public Offering.

Refers to the agenda item 2

Resolution No.

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

on election of the Chairman of the Ordinary General Meeting

The Ordinary General Meeting appoints .............. as the Chairman of today's Meeting.

Election of the Chairman shall take place during the General Meeting, in accordance with Art. 409 § 1 of the Commercial Companies Code and § 6 section 1 of the Rules of Procedure of General Meetings of Bank Polska Kasa Opieki Spółka Akcyjna.

Refers to the agenda item 4

Resolution No.

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

on election of the Voting Commission

The Ordinary General Meeting appoints the following members of the Voting Commission: ................................................................................................................................

Election of the Voting Commission shall take place during the General Meeting, in accordance with § 8 sections 1-3 of the Rules of Procedure of General Meetings of Bank Polska Kasa Opieki Spółka Akcyjna.

Refers to the agenda item 5

Resolution No.

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

on adoption of the agenda

The Ordinary General Meeting adopts the agenda in the wording presented by the Management Board of the Bank in the announcement of convening the Ordinary General Meeting, in accordance with Art. 4021 of the Commercial Companies Code.

Refers to the agenda item 12 1)

Resolution No.

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

on approving the report of the Management Board of the Bank

on the activity of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2010

Acting in accordance with Art. 393 p.1 and Art. 395 § 2 p.1 of the Commercial Companies Code and pursuant to § 13 p.1 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

The report of the Management Board of the Bank on the activity of Bank Polska Kasa Opieki S.A. for 2010 is hereby approved.

§ 2.

The Resolution is enacted upon its adoption.

Refers to the agenda item 12 2)

Resolution No.

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

on approving the financial statements

of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2010

Acting in accordance with Art. 393 p.1 and Art. 395 § 2 p.1 of the Commercial Companies Code and § 13 p.1 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

The financial statements of Bank Polska Kasa Opieki Spółka Akcyjna for 2010 is hereby approved, with the following figures:

a) the statement of financial position as at 31st December 2010 with total assets and total liabilities of 130,125,128,678.16 PLN (say: one hundred thirty billion one hundred twenty-five million one hundred twenty-eight thousand six hundred seventy-eight 16/100 PLN),

b) the statement of comprehensive income for the financial year ended as at 31st December 2010 with a total comprehensive income of 2,619,795,077.18 PLN (say: two billion six hundred nineteen million seven hundred ninety-five thousand seventy-seven 18/100 PLN),

c) the income statement for the financial year ended as at 31st December 2010 with a net profit of 2,552,022,461.54 PLN (say: two billion five hundred fifty-two million twenty-two thousand four hundred sixty-one 54/100 PLN),

d) the statement of changes in equity for the financial year ended as at 31st December 2010 with an increase in equity of 1,866,170 thousand PLN (say: one billion eight hundred sixty-six million one hundred seventy thousand PLN),

e) the statement of cash flow for the financial year ended as at 31st December 2010 with an decrease in cash amounting to 3,055,239 thousand PLN net (say: three billion fifty-five million two hundred thirty-nine thousand PLN),

f) explanatory information containing descriptions of significant accounting policies and other information.

§ 2.

The Resolution is enacted upon its adoption.

Refers to the agenda item 12 3)

Resolution No.

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

on approving the report of the Management Board of the Bank

on the activity of the Bank Polska Kasa Opieki Spółka Akcyjna Capital Group for the year 2010

Acting in accordance with Art. 395 § 5 of the Commercial Companies Code and § 13 point 5 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

The report of the Management Board of the Bank on the activity of the Bank Polska Kasa Opieki Spółka Akcyjna Capital Group for the year 2010 is hereby approved.

§ 2.

The Resolution is enacted upon its adoption.

Refers to the agenda item 12 4)

Resolution No.

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

on approving the consolidated financial statements

of the Bank Polska Kasa Opieki Spółka Akcyjna Capital Group for the year 2010

Acting in accordance with Art. 395 § 5 of the Commercial Companies Code and § 13 point 5 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

The consolidated financial statements of the Bank Polska Kasa Opieki Spółka Akcyjna Capital Group for the year 2010 is hereby approved, with the following figures:

a) the consolidated statement of financial position as at 31st December 2010 with total assets and total liabilities of 134,089,886,129.39 PLN (say: one hundred thirty-four billion eighty-nine million eight hundred eighty-six thousand one hundred twenty-nine 39/100 PLN),

b) the consolidated statement of comprehensive income for the financial year ended as at 31st December 2010 with the total comprehensive income of 2,642,687,544.47 PLN (say: two billion six hundred forty-two million six hundred eighty-seven thousand five hundred forty-four 47/100 PLN),

c) the consolidated income statement for the financial year ended as at 31st December 2010 with the net profit of 2,530,338,700.55 PLN (say: two billion five hundred thirty million three hundred thirty-eight thousand seven hundred 55/100 PLN),

d) the consolidated statement of changes in equity for the financial year ended as at 31st December 2010 with an increase in equity of 1,885,913 thousand PLN (say: one billion eight hundred eighty-five million nine hundred thirteen thousand PLN),

e) the consolidated statement of cash flow for the financial year ended as at 31st December 2010 with a decrease in cash amounting to 3,522,726 thousand PLN net (say: three billion five hundred twenty-two million seven hundred twenty-six thousand PLN),

f) explanatory information containing the description of significant accounting policies and other information.

§ 2.

 The Resolution is enacted upon its adoption.

 Refers to item 12 5) of the agenda

Resolution No.

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

on the distribution of net profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2010

Acting in accordance with Art. 348 § 3 and Art. 395 § 2 p. 2 of the Commercial Companies Code and § 13 points 2 and 6 and § 33 section 1 p. 2-4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

The net profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2010 in the amount of 2,552,022,461.54 PLN (say: two billion five hundred fifty-two million twenty-two thousand four hundred sixty-one 54/100 PLN) is distributed in such a way that:

1) the amount of 1,784,639,831.20 PLN (say: one billion seven hundred eighty-four million six hundred thirty-nine thousand eight hundred thirty-one 20/100 PLN) is allocated as dividend,

2) the amount of 667,382,630.34 PLN (say: six hundred sixty-seven million three hundred eighty-two thousand six hundred thirty 34/100 PLN) is allocated to reserve equities,

3) the amount of 100,000,000.00PLN (say: one hundred million PLN) is allocated to the general risk fund for unidentified banking activity risk.

§ 2.

The dividend's setting day is on 23rd May 2011.

§ 3.

The dividend's pay-out day is on 8th June 2011.

§ 4.

The Resolution is enacted upon its adoption.

Justification of the resolution of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on the distribution of net profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2010

Presenting a recommendation regarding the distribution of net profit of Bank Pekao S.A. for the year 2010 the Management Board of the Bank has taken the following conditions into account:

a) in December 2010 the solvency ratio of Bank Pekao S.A. reached 17.17% without including the net profit for the year 2010, whereas the solvency ratio of the Group is higher and reached the level of 17.61%; Such a strong capital base ensures the safe position of the Bank even in the case of market volatility, and enables to carry out the development plans;

b) the solvency ratio of the Bank is at a higher level than the average level in the Polish banking sector which is 13.81% (as of December 2010).

According to the above-mentioned recommendation, the dividend will be paid in the amount of 6.80 PLN per one share, which translates into the 70% dividend payout rate of the net income of the Bank for the year 2010. Having included the remaining part of the net income for the year 2010 into the equity, the solvency ratio of Bank Pekao S.A. should amount to 18.04% and the consolidated solvency ratio should reach the level of 18.42%.

The Supervisory Board of Bank Pekao S.A. gave its positive opinion on the motion of the Management Board of the Bank on distribution of the net profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2010 and recommended to the Ordinary General Meeting to adopt the resolution in this matter. The dividend's setting day and the dividend's pay-out day were established in accordance with the legal regulations.

Refers to the agenda item 12 6)

Resolution No.

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

on approving the report on the activity of

the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with § 13 p. 3 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

The report of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna on its activity in the year 2010, containing results of the performed assessment of: reports on activities of the Bank and the Capital Group in the year 2010, financial statements of the Bank and the Bank's Capital Group for the year 2010 and the motion of the Management Board of the Bank concerning the distribution of the Bank's net profit for the year 2010 is hereby approved.

§ 2.

The Resolution is enacted upon its adoption.

Enclosures:

Report on activity of the Supervisory Board of Bank Polska Kasa Opieki S.A. in 2010, results of performed assessment of: the reports on activity of the Bank and the Capital Group in 2010, financial statements of the Bank and Capital Group for 2010 and the motion of the Management Board on distribution of net profit for 2010

I. The composition and organisation of work of the Supervisory Board in 2010

As at 1 January 2010, the Supervisory Board was composed of the following persons:

Jerzy Woźnicki -Chairman of the Supervisory Board,

Paolo Fiorentino - Vice Chairman, Secretary of the Supervisory Board,

Federico Ghizzoni -Vice Chairman of the Supervisory Board,

Paweł Dangel - Member of the Supervisory Board,

Oliver Greene - Member of the Supervisory Board,

Alicja Kornasiewicz - Member of the Supervisory Board,

Enrico Pavoni - Member of the Supervisory Board,

Leszek Pawłowicz - Member of the Supervisory Board,

Krzysztof Pawłowski - Member of the Supervisory Board.

On 12 January 2010, Mrs Alicja Kornasiewicz, Member of the Supervisory Board tendered her resignation from the held position in connection with her appointment to the Management Board of Bank Pekao S.A.

As of 26 April 2010, Mr Paolo Fiorentino, Vice Chairman of the Supervisory Board, tendered his resignation from the positions held in the Supervisory Board.

On 28 April 2010, the Ordinary General Meeting of the Bank appointed Messrs. Sergio Ermotti and Roberto Nicastro to the Supervisory Board for the current joint term of office of the Supervisory Board, effective from 29 April 2010.

At the meeting on 16 June 2010, the Supervisory Board entrusted Mr. Federico Ghizzoni, Vice Chairman of the Supervisory Board, with the function of Secretary of the Supervisory Board, and Mr. Roberto Nicastro with the function of Vice Chairman of the Supervisory Board.

As at 31 December 2010, the composition of the Supervisory Board was as follows:

Jerzy Woźnicki - Chairman of the Supervisory Board,

Federico Ghizzoni - Vice Chairman, Secretary of the Supervisory Board,

Roberto Nicastro - Vice Chairman of the Supervisory Board,

Paweł Dangel - Member of the Supervisory Board,

Sergio Ermotti - Member of the Supervisory Board,

Oliver Greene - Member of the Supervisory Board,

Enrico Pavoni - Member of the Supervisory Board,

Leszek Pawłowicz - Member of the Supervisory Board,

Krzysztof Pawłowski - Member of the Supervisory Board.

The Supervisory Board exercised permanent supervision of the Bank's activity, in accordance with the rights and obligations defined in the Commercial Companies Code and the Bank's Statute.

In 2010, the Supervisory Board held 11 meetings, considered 99 memoranda, analyses and motions and adopted 64 resolutions.

The Supervisory Board performed its tasks both at the meetings and within the works of the Board's committees.

In 2010 the following committees of the Supervisory Board continued their activity: (i) audit committee, (ii) remuneration committee, and (iii) financial committee. The approved by the Board reports on activity of those committees have been attached to this report.

II. Personnel issues

In 2010, the Supervisory Board considered the motions relating to personnel issues concerning the functioning of the Management Board, in accordance with the competences defined in the Bank's Statute.

As at 1 January 2010, the composition of the Management Board was the following:

Jan Krzysztof Bielecki -President of the Management Board, CEO,

Luigi Lovaglio - First Vice President of the Management Board, General Manager,

Diego Biondo - Vice President of the Management Board,

Marco Iannaccone - Vice President of the Management Board,

Andrzej Kopyrski - Vice President of the Management Board,

Grzegorz Piwowar - Vice President of the Management Board,

Marian Ważyński - Vice President of the Management Board.

At the meeting of the Supervisory Board on 24 November 2009, President of the Management Board, Mr. Jan Krzysztof Bielecki, tendered his resignation from the position held, effective from 11 January 2010.

On 12 January 2010, the Supervisory Board appointed Mrs. Alicja Kornasiewicz as President of the Management Board for the current joint term of office of the Management Board. This appointment became effective as of the moment of obtaining approval of the Polish Financial Supervision Authority, i.e. 31 August 2010. Until the above-mentioned approval was obtained, Mrs Alicja Kornasiewicz had been appointed, as of 15 February 2010, Member of the Management Board, acting President of the Management Board of the Bank.

In the period from 12 January 2010 to 14 February 2010, the duties of President of the Management Board were performed by Mr. Luigi Lovaglio.

As at 28 April 2010 the mandates of Members of the Management Board, i.e. Mrs. Alicja Kornasiewicz, Member of the Management Board, acting President of the Management Board of the Bank, Mr. Luigi Lovaglio, First Vice President of the Management Board, General Manager as well as Mr. Diego Biondo, Mr. Marco Iannaccone, Mr. Andrzej Kopyrski, Mr. Grzegorz Piwowar and Mr. Marian Ważyński - Vice Presidents of the Managment Board - expired, the Supervisory Board, performing its statutory duties, at the meeting on 28 April 2010, elected the following persons to the Management Board for the joint term of office lasting three years and starting on 29 April 2010:

Alicja Kornasiewicz as President of the Management Board; the appointment became effective as of the moment when the approval was obtained from the Polish Financial Supervision Authority, i.e. on 31 August 2010. Until that date, Mrs Alicja Kornasiewicz had been appointed Member of the Management Board, acting President of the Management Board of the Bank,

Luigi Lovaglio as First Vice President of the Management Board, General Manager,

Diego Biondo as Vice President of the Management Board,

Marco Iannaccone as Vice President of the Management Board,

Andrzej Kopyrski as Vice President of the Management Board,

Grzegorz Piwowar as Vice President of the Management Board,

Marian Ważyński as Vice President of the Management Board.

As at 31 December 2010, the composition of the Management Board was the following:

Alicja Kornasiewicz - President of the Management Board,

Luigi Lovaglio - First Vice President of the Management Board, General Manager,

Diego Biondo - Vice President of the Management Board,

Marco Iannaccone - Vice President of the Management Board,

Andrzej Kopyrski - Vice President of the Management Board,

Grzegorz Piwowar - Vice President of the Management Board,

Marian Ważyński - Vice President of the Management Board.

Acting in accordance with § 22 sec. 3 of the Bank's Statute, the Supervisory Board approved the division of powers between Members of the Management Board, adjusting it to the current range of tasks and organisational structure of the Bank. 

The Board also considered the motions and adopted resolutions concerning the conditions of agreements regulating the labour relationships existing between Members of the Management Board and the Bank.

III. Activity of the Supervisory Board

The activity of the Supervisory Board in 2010, run inclusive of the indispensable contacts with the Office of Polish Financial Supervision Authority, just like in the previous years, focused both on strategic issues as well as on the issues connected with supervision of the current activity of the Bank.

Under the strategic issues, the Board primarily issued a positive opinion on a 3-year financial plan of Bank Pekao S.A. for the years 2011-2013 and the financial plan for 2010.

The Board analysed on a regular basis the following: (i) financial position, (ii) sale results of the key products, i.e. mortgage loans, consumer loans, investment funds and bank cards, (iii) assets quality, (iv) risk level, and (v) the level of the Bank's security.

The Board supervised the process of risks management at the Bank, approving the adopted by the Management Board credit risk policy as well as the investment policy and market risk policy for the year 2010. The following reports were analysed: quarterly reports on financial risk management as well as reports on the credit portfolio and workout activity. The Supervisory Board got acquainted with the annual reports on activity of the Compliance Office and on operational risk management.

It should be emphasised that the Supervisory Board, through the Audit Committee, analysed also a number of other important areas connected with risks management and security of the Bank, such as business continuity management, counteracting money laundering and legal proceedings.

In accordance with the competences defined in the Banking Act and the relevant internal regulations of the Bank and the UniCredit Group, the Board considered the motions and took decisions on credit transactions concerning members of the Supervisory Board and Management Board, the persons holding managerial positions at the Bank, the entities related to such persons and the persons included in a list of "corporate officers" of the UniCredit Group.

Performing its statutory duties, the Board issued positive opinions on the issues and reports addressed by the Management Board to the General Meeting.

The Board issued opinions on the quarterly and semi-annual consolidated financial statements of the Capital Group of Bank Pekao S.A., prepared in accordance with the International Financial Reporting Standards.

The Board also analysed other areas and fields of activity of the Bank, including in particular: (i) macroeconomic conditions and the Bank's environment, (ii) relations with investors, (iii) activity and financial performance of the Bank's subsidiary companies, and (iv) activity of particular committees of the Board.

An important issue that was also analysed at the meetings of the Supervisory Board was the corporate governance model, connected with the Group Corporate Governance Project.

The Board was interested in functioning of the Bank's internal control system, in particular the internal audit function.

The Supervisory Board approved the plan of internal audits for 2010 together with the strategic assumptions of the internal audit plan for the years 2010-2012. The Board also approved the internal audit strategic plan for 2011-2013. The Supervisory Board analysed on semi-annual basis the reports on the activity of the Internal Audit Department. The Supervisory Board approved the amended internal control procedures contained in the Ordinance: "The Internal Control System at Bank Polska Kasa Opieki S.A." and considered the information on the annual review of the Internal control system.

In addition, the Board got familiar with the summary of results of the quantitative phase of examination carried out under the "Reputation Management Project" which had been implemented at the Bank.

The Supervisory Board acknowledged the annual report on review of the Procedure concerning the Internal Capital Adequacy Assessment Process (ICAAP) and approved the updated ICAAP Procedure.

An important issue discussed at the meetings of the Supervisory Board was the capital adequacy and capital management. In this area the Supervisory Board analysed once a quarter the reports on capital management and information on liquidity position of the Bank, and it accepted the following documents: (i) "Capital Management Strategy - 2010", (ii) the updated procedure: "Capital Management at Bank Pekao S.A. - Manual" and (iii) the updated procedure: "Sources of Internal Capital Financing at Bank Pekao S.A."

The Supervisory Board accepted the updated "Information Policy of Bank Pekao S.A." and, in accordance with the assumptions of this Policy, acknowledged the information on disclosures under the III Pillar of the New Capital Accord concerning capital adequacy.

Another issues analyzed by the Supervisory Board included: a motion concerning the Long-term Cash Incentive Program of the UniCredit Group for the years 2010-2012, and the Remuneration Policy of the UniCredit Group, which was adopted to be appropriately applied at Bank Pekao S.A.

Implementing a Resolution of the Ordinary General Meeting of the Bank dated 28 April 2010, the Supervisory Board established the uniform text of the Statute of Bank Polska Kasa Opieki S.A.

The plan of activities of the Supervisory Board for 2011 was adopted in accordance with the provisions set forth in the Rules of Procedure of the Supervisory Board.

IV. Assessment of reports of the Management Board on activities of the Bank and the Capital Group in 2010, financial statements of the Bank and the Capital Group for 2010, and the motion of the Management Board concerning distribution of the net profit for 2010.

The Supervisory Board of Bank Pekao S.A., acting in accordance with Art. 382 § 3 of the Commercial Companies Code, and performing its statutory duties, assessed the Management Board's reports on the activity of the Bank and the Capital Group in 2010 as well as the financial statements of the Bank and the Capital Group for 2010 in terms of their consistency with the books, documents and the factual state.

As a result of this assessment and having got acquainted with the opinions and reports of the entity authorised to examine the financial statements - KPMG Audyt Sp. z o.o. - on examination of the financial statement of Bank Pekao S.A. for 2010 and the consolidated financial statement of the Capital Group of Bank Pekao S.A. for 2010, the Board issues a positive opinion on the achieved results and recommends to the General Meeting to adopt resolutions approving those statements.

Putting forward this recommendation, the Board took into consideration that:

1) the Bank generated in 2010 the net profit in the amount of 2,552.0 mln PLN; the consolidated net profit of the Bank Pekao S.A. Group totalled 2,525.2 mln PLN, the return on average equity of the Bank was 13.5%, and of the Capital Group 13.1%. The strong capital and liquidity structure of the Group, with the capital adequacy ratio at the end of 2010 amounting to 17.6% and the loans to deposits ratio of 82.7% allow for further stable and safe development of activity,

2) the results achieved in 2010 proved the Bank's strength and its capability to generate high profit. Those results were achieved thanks to the Bank's active operation on the market, which resulted in the increased sale of consumer and mortgage loans as well as in the considerable increase of the volume of deposits,

3) the Bank and the companies belonging to the Group continued the effective costs management as a result of which the operating costs dropped by 0.6%,

4) the Bank effectively managed the credit risk and continued prudent and responsible policy in this respect, maintaining both the quality of portfolio and the cost of credit risk at a better level than the average one in the banking sector.

The Board assessed the motion of the Management Board on the distribution of the profit for 2010.

The Board issued a positive opinion on this motion and taking into consideration the fact that:

a) in December 2010, the solvency ratio of the Bank was 17.2%, whereas the solvency ratio for the Group was 17.6%; this level exceeds more than twice the minimum value of the ratio required by law;

b) the reached solvency ratio proves the capital base is strong and it ensures the safe position of the Bank even in case of the market volatility as well as enables to carry out the development plans,

c) the achieved solvency ratio of Bank Pekao S.A. is at the level higher than the average solvency ratio in the Polish banking sector, which amounts to 13.81% (as in December 2010).

Considering the above-mentioned circumstances, the Supervisory Board decided to recommend to the General Meeting to adopt the resolution on the distribution of the net profit of Bank Polska Kasa Opieki S.A. for 2010 in the amount of 2 552 022 461.54 PLN, in accordance with the Management Board's motion, i.e.:

a) the amount of 1,784,639,831.20 PLN earmarked for dividend,

b) the amount of 667,382,630.34 PLN earmarked for reserve capital,

c) the amount of 100,000,000.00 PLN earmarked for the general risk fund for unidentified risk of running banking activity.

In accordance with the above recommendation, the monetary dividend pay-out shall amount 6.80 PLN per share, which translates into the 70 % dividend pay-out of the net income of the Bank for the year 2010.

In accordance with the Best Practices of the WSE Listed Companies, the Supervisory Board assessed the position of the Bank in 2010 and assessed its work in 2010. The documents containing the assessment have been attached to this report.

When assessing the Management Board of the Bank, the Board took into consideration, among other things, the following: (i) good financial results, (ii) the established position in the Polish banking sector in 2010, (iii) high level of the Bank's security, (iv) effectiveness of operational activity, (v) effective and consistent risk management, (vi) structural strength of the balance sheet and capital, (vii) tight costs control, and (viii) effective internal audit.

Bank Pekao S.A. maintained its stable position in face of the international crisis and confirmed its resistance and stability to turmoil on the market. The Bank has solid foundations to take full advantage of the forecasted acceleration of the pace of the economic growth in 2011. The potential worked out by the Bank in 2010 and favourable market trends as well as such elements strengthening the Bank's competitive edge as: (i) scale of the conducted activity, (ii) capital and liquidity structure, (iii) effectively developed network of branches and ATMs, (iv) proper costs management, and (v) effectiveness in managing credit risk, will enable to achieve in 2011 further increase of income and improvement of the key indicators of effectiveness.

In the opinion of the Supervisory Board, the potential and solid foundations of Bank Pekao S.A. also provide ground to ensure continuity of the increasing trends towards reaching the position of the best Bank in Poland in terms of profitability and sustainability of results.

Taking into consideration the above, the Supervisory Board recommends to the General Meeting to approve, in accordance with Art. 395 § 2 p. 3 of the Commercial Companies Code, the fulfilment of duties in the year 2010 of the following members of the Management Board: Messrs. Luigi Lovaglio, Diego Biondo, Marco Iannaccone, Andrzej Kopyrski, Grzegorz Piwowar and Marian Ważyński, Mr. Jan Krzysztof Bielecki for the period from 1 January 2010 to 11 January 2010 and Mrs. Alicja Kornasiewicz for the period from 15 February 2010 to 31 December 2010.

Taking into account the presented above activity in the year 2010, the Supervisory Board, in accordance with Art. 395 § 2 p. 3 of the Commercial Companies Code, recommends to the General Meeting to approve the fulfilment of duties in the year 2010 of the following members of the Supervisory Board: Messrs. Jerzy Woźnicki, Federico Ghizzoni, Paweł Dangel, Oliver Greene, Enrico Pavoni, Leszek Pawłowicz and Krzysztof Pawłowski, and of Mrs. Alicja Kornasiewicz for the period from 1 January 2010 to 12 January 2010, Mr. Paolo Fiorentino for the period from 1 January 2010 to 26 April 2010, Mr. Sergio Ermotti for the period from 29 April 2010 to 31 December 2010 and Mr. Roberto Nicastro for the period from 29 April 2010 to 31 December 2010.

Report on the Activity of Audit Committee in 2010

The Audit Committee comprises five members of whom three are independent Directors and two are Directors that are affiliated with the Unicredit Group. The Members of the Audit Committee were: Paolo Fiorentino until 26 April 2010, Oliver Greene (Chairman), Federico Ghizzoni, Leszek Pawłowicz and Jerzy Woźnicki. On 16 June 2010, the Supervisory Board appointed Mr. Roberto Nicastro to the Audit Committee. Following his appointment, the Audit Committee composition is as follows: Oliver Greene (Chairman), Federico Ghizzoni, Roberto Nicastro, Leszek Pawłowicz and Jerzy Woźnicki. Messrs. Greene, Pawłowicz and Woźnicki are considered to be independent.

Audit Committee Responsibilities and Remuneration of the Members

No change has been made to the scope of responsibilities of the Audit Committee. At the Annual General Meeting of the Bank in April 2010 Pekao S.A. shareholders approved a resolution to give additional remuneration to Audit Committee members in recognition of the additional duties conferred by virtue of their membership of that committee.

The President and General Manager of the Management Board as well as other Members of management whose functions are relevant to the meeting agenda attend the Committee meetings. The Committee also meets in private with the External Auditors.

External Auditor

Ordinary General Meeting of the Bank has appointed KPMG Audit Sp. z o.o. as the entity authorised to examine financial statements of the Bank and the Capital Group of the Bank for the following business years, i.e. 2010 and 2011, in line with the policy of UniCredit to have one auditor for the entire Group. KPMG has audited the financial statements of Bank Pekao S.A. and of the Bank's Capital Group since 1 January 2005.

Audit Committee Meetings

During 2010 the Audit Committee met 6 times [12 and 27 January, 2 March, 16 June, 4 November and 15 December]. One of these meetings was scheduled to coincide with the submission of the 2009 Year-end financial statements to the Supervisory Board for approval. Attendance by committee members was as follows:

Principal Functions Performed by the Audit Committee in 2010

The Committee received and reviewed with the Management and with the External Auditors as required:

- The Audited Consolidated Financial Statements for the year 2009 and recommended the approval of these to the Supervisory Board. The Committee concluded that these statements fairly represented the financial status of the Bank in accordance with International Financial Reporting Standards.

- The limited review of statutory June 2010 half-year consolidated and standalone condensed financial statements under IFRS and additional interim consolidated reporting package for UniCredit and recommended to the Supervisory Board approval of the interim financial statements of the Bank and the Group.

- Discussed with the Management Board of the Bank the status of implementation of recommendations from KPMG management letters, UCG report and the last KNF report.

- Reviewed the presentation on the Internal Control System in line with the ICAAP procedure requirement to review it every year.

- Analysed the status of the BCM process and related long term solutions.

- Discussed with the Management Board of the Bank and the Head of Legal Department Group Corporate Governance rules.

- Reviewed the regulation on the Internal Control System at Bank Pekao S.A.

- Analysed the status of the AML process.

- Reviewed the presentation of the Head of Legal Function on legal matters in court.

- Discussed and reviewed the status of implementation of the Group Corporate Governance Project and reviewed correspondence with regulators in relation thereto.

- Reviewed the reports on credit and financial risks.

In relation to the Internal Audit Function the Committee also:

- Approved the 2010 and 2011 Audit Plan and recommended its approval to the Supervisory Board.

- Reviewed the reports of the Head of Internal Audit on Internal Audit activities in 2009 and in three quarters of 2010 and the status of implementation of recommendations made to Senior Management in relation thereto.

Oliver Greene

Chairman of the Audit Committee

2010 Remuneration Committee Report

1. Remuneration Committee operates in the Bank following the Supervisory Board Resolution No. 2/00 as of January 24th, 2000 and according to the Rules of Procedure of the Supervisory Board of Bank Polska Kasa Opieki S.A. as of September 17th, 2003.

The composition of the Committee in 2010:

1) Mr. Paolo Fiorentino - Chairman (until April 26th,2010);

2) Mr. Federico Ghizzoni;

3) Mr. Enrico Pavoni;

4) Mr. Jerzy Woźnicki;

5) Mr. Sergio Ermotti (started from June 16th, 2010);

HR Division of Bank Pekao SA is preparing and submitting motions for the Committee opinions, which are then documented with appropriate minutes after each meeting.

2. The key duties of the Committee are related to:

- setting the remuneration of the Management Board;

- approving the remuneration policy for the Bank's Management;

- submitting to the General Meeting of the Bank the proposals on the

remuneration of the Supervisory Board.

3. In 2010 six meetings took place and one opinion was adopted by circulation (see the table below):

The Remuneration Committee meetings are held as need arises.

Information about the activity of the Finance Committee in 2010

The Finance Committee, which objective is to perform the supervision over the execution of financial targets, acts under the resolution of the Supervisory Board.

Members of the Committee as of January 1, 2010:

Federico Ghizzoni

Alicja Kornasiewicz - until January 12, 2010

Enrico Pavoni

On June16, 2010, the Supervisory Board changed the composition of the Financial Committee appointing Mr Sergio Ermotti as Member of the Financial Committee for the period of current, common term of office of the Supervisory Board.

Members of the Committee as of December 31, 2010:

Federico Ghizzoni

Enrico Pavoni

Sergio Ermotti

The Members of the Committee are advised by: Giovanni Albanese, Davide Biron, Patryk Borzęcki, Alessandro Brusadelli, Tommaso Campana, Carmelina Carluzzo, Raffaele Cicala, Paolo Cornetta, Valeria De Mori, Francesco Donatelli, Frederik Geertman, Francesco Giordano, Roberto Grossi, Csilla Ihasz, Andrea Francesco Maffezzoni, Carlo Marini, Oreste Massolini, Marina Natale, Secondino Natale, Eadberto Peressoni, Angelo Pirone, Debora Revoltella, Maria Daria Romisondo, Katrina Samadian, Stefania Serafini, Federico Silveri, Aldo Soprano, Francesco Vercesi, Alberto Villa, Giuseppe Vulpes, Richard Wegner and Guglielmo Zadra. The advisors to the Members of the Committee are obliged to keep all the information obtained in the course of activities confidential.

The Committee activity and discussions in 2010 focused on:

- current financial results,

- analyses of deviations from the budget,

- specific matters regarding net interest margin, development of volumes of deposits and loans, credit risk and one-off transactions,

- evaluation of the credit, liquidity and operational risk,

- analyses, evaluation, forecast of the results and the directions for the development of the Bank in retail and corporate banking,

- evaluation of the financial situation of the Bank in the light of the current situation on the global financial markets and in the Polish banking system.

The assessment of situation of Bank Polska Kasa Opieki S.A. in 2010, prepared by the Supervisory Board in accordance with the Best Practices of the WSE Listed Companies

The Supervisory Board of Bank Polska Kasa Opieki S.A. has assessed positively the results achieved by the Bank and the Capital Group of Bank Pekao S.A. in 2010.

The Bank generated a net profit in the amount of 2,552.0 mln PLN; the consolidated net profit of the Bank Pekao S.A. Group totalled 2,525.2 mln PLN, the return on equity of the Bank amounted to 13.5%, and of the Capital Group: 13.1%. A strong capital and liquidity structure of the Group, with the capital adequacy ratio at the end of 2010 amounting to 17.6 %, and the loans to deposits ratio of 82.7% allow for further stable and safe development of activity of the Bank.

The results achieved in 2010 have proved again the Bank's strength and its resistance to economic turmoil. The increasing economic growth, stability on financial markets and lack of significant changes in the monetary policy had positive influence on the Bank's standing and its results. They were achieved by the Bank's focus on business activity which resulted in the 11.7% increase in sale of consumer credits, the 62% increase in PLN mortgage loans, as well as the 2.7% increase in volumes of deposits and structured deposit certificates.

The Bank and the companies of the Group continued the effective costs management as a result of which the operating costs dropped by 0.6 % year-to-year.

Effective risk management is a prerequisite to maintain the funds entrusted to the Bank at a high safety level. The Bank effectively manages the credit risk and continues the prudent and responsible policy in this respect. Thanks to such consistent approach, the deterioration of the credit portfolio of the Bank was considerably lower than the average credit portfolio deterioration in the banking sector, and the credit risk cost confirms the competitive edge of the Bank in this respect. It should be emphasised that the Bank consistently continued the policy of offering mortgage loans only in PLN. The mortgage loans denominated in foreign currencies account only for 7.2% of total credit portfolio of the Bank and almost all of them are the effect of incorporation of a part of Bank BPH in 2007.

The results achieved in 2010 confirm that the Bank safely went through the international financial crisis and confirmed the stability of results by generating a significant net profit. The solid foundations of the Bank proved to be resistant to market turmoil, whereas the conducted policy of sustainable growth enabled Bank Pekao to strengthen its leading position in the sector in terms of profitability, operational effectiveness and risk management.

The activity of the Bank in 2010 gained wide recognition, which is evidenced by the received titles of the best bank in Poland granted by the renowned international financial magazines: Euromoney and Global Finance, as well as numerous awards for achievements in various areas of banking activity.

In the opinion of the Supervisory Board, the economic and financial standing of Bank Pekao S.A. is good, it meets all the requirements of safe operation and capital adequacy and it ensures safety of funds entrusted by clients.

The internal control system at Bank Pekao S.A. is based on three levels of control - (i) line controls, (ii) risk management controls, (iii) internal audit - which are assigned to different structures and departments in order to reduce the risk associated with credit, financial and operational activity. The internal control system is characterised by the complete and comprehensive approach. The dedicated structures fully cover the most important risk areas at the above-mentioned three levels of control. The Management Board regularly analyses the reports on activity of the Internal Audit Department and it supervises the implementation of recommendations and suggestions resulting from the performed audits. The Supervisory Board and the Audit Committee approve the plans of internal audit and they consider the periodic reports on activity of the Internal Audit Department. The Supervisory Board assesses well the co-operation with the Internal Audit Department.

The Supervisory Board positively assesses the risks management system in place at the Bank. This system covers the risks resulting from financial instruments, i.e. the credit risk, liquidity risk, market risk (foreign exchange rate risk, currency risk, business risk, own real estate risk, financial investments risk) as well as operating risk and compliance risk. The management of risks has a complete, consolidated nature and it covers all the Bank's units, including subsidiary companies. The credit risk, liquidity risk, market risk and operating risk are managed by the Risks Management Division supervised by Vice President Mr. Diego Biondo who reports directly to Mr. Luigi Lovaglio, First Vice President of the Management Board. The compliance risk is managed by the Compliance Office supervised by President of the Management Board Mrs. Alicja Kornasiewicz.

The Management Board is responsible for accomplishing the strategic goals concerning risks management, whereas the Supervisory Board exercises supervision of compliance of the Bank's policy in terms of different types of risk with the strategy and financial plan of the Bank.

An important role in risks management is played by the committees operating within the structure of the Bank's Head Office: the Credit Committee of the Bank - in terms of credit risk management, the Assets, Liabilities and Risks Committee - in terms of market and liquidity risks, the Operational Risk Committee and the Bank's Security Committee - in terms of operational risk management. The effective risks management is one of the Bank's strong assets.

As of January 2008 the Bank complies with the regulations established by the supervision authorities introducing the requirements resulting from guidelines of the Basel Committee of Banking Supervision - Basel II. According to the supervisory requirements, the Management Board of the Bank exercises direct supervision of the Bank's adjustment to the requirements of the New Capital Accord (NCA) and is informed about all actions, and their results, connected with implementation of the NCA.

Under the aforementioned actions in 2009, the Bank prepared and submitted applications to the Polish and Italian supervision authorities requesting approval to use by the Bank the statistical methods to calculate the capital requirements resulting from credit risk and operational risk, and this started the process of approval of these methods. The process of assessment of these applications is being carried out by the Polish and Italian supervision authorities.

The Supervisory Board assesses positively the Bank's actions in the above-mentioned respect.

Summing up, the Supervisory Board assesses the position of the Bank as very good and stable. This assessment is justified by: (i) good financial results, (ii) the strengthened in 2010 leadership position in terms of profitability in the Polish banking sector, (iii) high level of the Bank's security, (iv) effectiveness of operational activity, (v) effective and consistent risk management, (vi) the structural strength of balance sheet and capital as well as the strong liquidity structure, (vii) effective costs management and (viii) the effective internal audit.

Bank Pekao S.A. has solid foundations to take full advantage of opportunities arising from the increasing economic growth, stabilization of the situation on the financial markets and further improvement of effectiveness. The Bank's focus on commercial activity, appropriate risks management and cost control guarantee maintenance of profit. The Bank is well prepared for the challenges of the year 2011. It has strong competitive advantage due to the scale of the conducted activity, strong capital and liquidity structure, as well as the strength of balance which is characterised by a high level of capital adequacy ratio and high surplus of deposits in relation to the granted credits.

In the opinion of the Supervisory Board, the potential and strong foundations of Bank Pekao S.A. also provide grounds for achievement of good results deserving high appraisal from investors in the current and the following years.

Assessment of work of the Supervisory Board of

Bank Polska Kasa Opieki S.A. in 2010

prepared by the Supervisory Board in accordance with

the Best Practices of the WSE Listed Companies

a) Composition and organisation of the Supervisory Board

The Supervisory Board of Bank Pekao S.A. consists of nine members.

As at 1 January 2010, the composition of the Supervisory Board was as follows: 

Jerzy Woźnicki - Chairman of the Supervisory Board,

Paolo Fiorentino - Vice Chairman, Secretary of the Supervisory Board,

Federico Ghizzoni - Vice Chairman of the Supervisory Board,

Paweł Dangel - Member of the Supervisory Board,

Oliver Greene - Member of the Supervisory Board,

Alicja Kornasiewicz - Member of the Supervisory Board,

Enrico Pavoni - Member of the Supervisory Board,

Leszek Pawłowicz - Member of the Supervisory Board,

Krzysztof Pawłowski - Member of the Supervisory Board.

On 12 January 2010, Mrs. Alicja Kornasiewicz, Member of the Supervisory Board tendered her resignation from the held position in connection with her appointment to the Management Board of Bank Pekao S.A.

As of 26 April 2010, Mr. Paolo Fiorentino, Vice Chairman of the Supervisory Board, tendered his resignation from the positions held in the Supervisory Board.

On 28 April 2010, the Ordinary General Meeting of the Bank appointed Messrs. Sergio Ermotti and Roberto Nicastro to the Supervisory Board for the current common term of office of the Supervisory Board, effective from 29 April 2010.

At the meeting on 16 June 2010, the Supervisory Board entrusted Mr. Federico Ghizzoni, Vice Chairman of the Supervisory Board, with the function of Secretary of the Supervisory Board, and Mr. Roberto Nicastro with the function of Vice Chairman of the Supervisory Board.

As at 31 December 2010, the composition of the Supervisory Board was as follows:

Jerzy Woźnicki - Chairman of the Supervisory Board,

Federico Ghizzoni - Vice Chairman, Secretary of the Supervisory Board,

Roberto Nicastro - Vice Chairman of the Supervisory Board,

Paweł Dangel - Member of the Supervisory Board,

Sergio Ermotti - Member of the Supervisory Board,

Oliver Greene - Member of the Supervisory Board,

Enrico Pavoni - Member of the Supervisory Board,

Leszek Pawłowicz - Member of the Supervisory Board,

Krzysztof Pawłowski - Member of the Supervisory Board.

Member of the Supervisory Board, Mr. Sergio Ermotti, tendered his resignation from the positions held in the Supervisory Board, effective from 23 February 2011.

In 2010 the following committees of the Supervisory Board continued their activity: (i) audit committee, (ii) remuneration committee, and (iii) financial committee.

As at 1 January 2010, the Committees of the Board were composed of the following persons:

- Audit Committee: Oliver Greene (Chairman), Paolo Fiorentino, Federico Ghizzoni, Leszek Pawłowicz and Jerzy Woźnicki.

- Remuneration Committee: Paolo Fiorentino, Federico Ghizzoni, Enrico Pavoni and Jerzy Woźnicki.

- Financial Committee: Federico Ghizzoni, Alicja Kornasiewicz and Enrico Pavoni.

Following the resignation tendered by Mr. Paolo Fiorentino as of 26 April 2010, the Supervisory Board, at the meeting on 16 June 2010, appointed Mr. Roberto Nicastro as Member of the Audit Committee and Mr. Sergio Ermotti as Member of the Remuneration Committee and the Financial Committee for the period of the current, common term of office of the Supervisory Board.

As at 31 December 2010, the Committees of the Supervisory Board were composed of the following persons:

- Audit Committee: Oliver Greene (Chairman), Federico Ghizzoni, Roberto Nicastro, Leszek Pawłowicz and Jerzy Woźnicki.

- Remuneration Committee: Sergio Ermotti, Federico Ghizzoni, Enrico Pavoni and Jerzy Woźnicki.

- Financial Committee: Sergio Ermotti, Federico Ghizzoni and Enrico Pavoni.

The Supervisory Board is organised in a way adequate to the requirements provided for in the Commercial Companies Code, in the Bank's Statute and adequately to the needs of the Bank. The Board is composed of Chairman and two Vice Chairmen. One of the Vice Chairmen, Federico Ghizzoni, performs at the same time the function of Secretary. Having two Vice Chairmen on the Board exerts positive influence upon the Board's work and makes it possible to take decisions effectively in case of absence of Chairman.

The Committees of the Board enhance the Board's work and they guarantee that decisions taken at the Board's meetings are considered after an in-depth analysis of the given case.

According to requirements set forth in § 14 sec. 3 of the Statute, at least one half of members of the Supervisory Board, including Chairman of the Supervisory Board, Messrs J.Woźnicki, P.Dangel, E.Pavoni, L.Pawłowicz and K.Pawłowski possessed testimonials of good knowledge of the banking market in Poland by jointly fulfilling the following criteria:

1) gained professional experience on the Polish market adequate to performance of a supervisory function at the Bank,

2) permanent place of residence in Poland,

3) command of the Polish language.

According to declarations presented by the Board members, six members of the Supervisory Board satisfied the criteria of independence defined in § 14 sec. 5 of the Bank's Statute, i.e. Messrs. J.Woźnicki, P.Dangel, O.Greene, E.Pavoni, L.Pawłowicz, K.Pawłowski, whereas Messrs S.Ermotti, F.Ghizzoni and R.Nicastro performed managerial and supervisory functions in the companies of the UniCredit Group which is the strategic investor of the Bank.

In the opinion of the Board, the number of independent Supervisory Board members ensures control and appropriate actions in case any conflict of interest occurs. The independent members of the Board are free of any connections that might bear a material impact upon their ability to take impartial decisions and they play an effective role in the key areas of the Board's operation, and particularly in the Audit Committee.

b) Assessment of members of the Supervisory Board, including their work on the Board Committees

In the assessment of the Board, its members have the required knowledge and experience and they devote the necessary time and attention to their duties. In their work they are guided by the interest of the Bank as well as independent judgements and opinions. The Board members come from different environments. Among them there are bankers, representatives of business circles and representatives of the world of science. Such diversity has a positive influence upon the Board's work because it allows viewing the Bank's matters from different perspectives. The composition of the Supervisory Board has the international nature. Among its members there are Poles, Italians and a British citizen. It ensures that different business cultures and different experiences are represented and used in this respect. All the aforementioned features enrich the Board as well as strengthen its independence and effectiveness in exercising supervision of the Bank's activity.

Profiles of Members of the Supervisory Board

Prof. Jerzy Woźnicki has been Member of the Supervisory Board of Bank Pekao S.A. since 10 September 1999. Until 19 January 2005 he performed the function of Vice Chairman of the Board, and since 20 January 2005 he has been the Board's Chairman, Member of the Audit Committee and Remuneration Committee .

Mr. J.Woźnicki is a professor of technical sciences, associated with the Warsaw University of Technology where he has gone through all the levels of scientific career from assistantship to the position of a full professor. The scope of his research activity covers the issues of IT and the society of knowledge, innovation and the knowledge-based economy. He was Dean of the Electronics and IT Faculty and then Rector of the Warsaw University of Technology. He was also President of the Conference of Rectors of Academic Schools in Poland.

Prof. J.Woźnicki has been involved in business activities for many years. He was, inter alia, President of Softex Sp. z o.o., Vice Chairman of the Supervisory Board of PKN Orlen S.A., member of the Board of Innovation Centre FIRE. Currently, prof. J.Woźnicki is President of the Polish Rectors Foundation and Director of the Institute of knowledge Society. During over 11 years of work on the Supervisory Board of Bank Pekao S.A., Prof. J.Woźnicki has gained considerable expertise and experience in terms of banking and operation of the Bank. In the opinion of the Board, as Chairman of the Board he is a competent person knowing the procedures very well and effectively managing the Board's work. Prof. J.Woźnicki acts actively for proper relations between the Bank and the authorities of financial supervision in Poland. Mr. Chairman organises the Board's work very well and he is concerned for effectiveness of decision-making process.

Federico Ghizzoni has been Member of the Supervisory Board and its Vice Chairman since 25 July 2007, and since 16 June 2010 he also has been Secretary of the Board. He is Member of the Audit Committee, Remuneration Committee and the Financial Committee.

He completed his studies at the University of Law in Parma.

From the beginning of his professional career he has been associated with UniCredit in which he has performed a number of managerial functions both in Italy and abroad. He was, inter alia, Deputy General Manager of the Credito Italiano Office in London and in 1995 General Manager of the Office in Singapore.

In the years 2000-2002 Federico Ghizzoni worked at Bank Pekao S.A. as Executive Director in charge of corporate and international banking.

In 2003 he commenced his work in Koç Financial Services, a joint venture company (50%-50%) owned by Koç Holding and UniCredit at the position of Member of the Management Board. After Koç Financial Services had taken over Bank Yapi ve Kredi and its subsidiary companies, he became the Chief Operating Officer and Member of the Management Board of Koç Financial Services and the Chief Operating Officer and Vice President of Yapi ve Kredi Bankasi.

In July 2007, Federico Ghizzoni became Head of the Polish Markets Division and Deputy President of Bank Austria AG in charge of bank activity of UniCredit in the countries of Central and Eastern Europe.

In August 2010, Federico Ghizzoni became Deputy President and Deputy General Manager of the UniCredit Group, and since 30 September 2010 he has been President of the UniCredit Group.

Federico Ghizzoni is Chairman of the Board of the la Scala Philharmonic Orchestra Association in Milan as well as a member of the International Monetary Conference in Washington and a member of the Institut International d'Etudes Bancaires in Brussels.

Mr. Federico Ghizzoni is a competent person having great expertise and experience in all aspects of banking activity. In his work for the Board he is focused both on strategic issues and on the current matters related to accomplishing the financial plan and risks management. He attaches much weight to compliance and coordination of the Bank's operations with the activity of the UniCredit Group. Mr. F.Ghizzoni very actively participates in works of the Audit Committee, Remuneration Committee and Financial Committee.

Roberto Nicastro,  Member of the Supervisory Board since 29 April 2010; and since 16 June 2010 - Vice Chairman of the Supervisory Board and member of the Audit Committee.

He has higher education in business management.

In the years 1988-1989 he performed a function of the guest researcher in the Business Management School at the Boccioni University in Milan. In 1989-1997 he worked as an investment banker in Salomon Brothers in London and in McKinsey&Company in Milan.

In May 1997 he moved to Credito Italiano to the position of Director for Planning and Stockholding. In October 2000 he became Director of the New Europe Division in charge of development and maintenance of the leadership position of the UniCredit Group in Central and Eastern Europe.

In 2003 he was appointed President of UniCredit Banca and Director of the Retail Division of the UniCredit Group. Since July 2007 - Deputy President of the UniCredit Group in charge of the retail banking area.

As of 1 November 2010, he was appointed General Manager of the UniCredit Group.

Since October 2009, Roberto Nicastro has been Chairman of the Board of Directors of EFMA (European Financial Management and Marketing Association). He is also a member of the Executive Committee of the Italian Banks Association.

Mr. Roberto Nicastro was a Member of the Supervisory Board of Bank Pekao S.A. in the years 1999-2003, he has big knowledge of the Bank. His broad professional experience makes significant contribution to the work of the Board.

Paweł Dangel, Member of the Supervisory Board since 10 September 1999.

He obtained the title of Master of Arts at the department of Staging Direction in the State Institute of Theatre Art in Moscow. In the years 1980-1984 he worked as a theatre producer in Poland and since 1984 as a producer and lecturer in theatre schools in London.

He has a wide experience in insurance and finance. He has participated in many training courses devoted to management, insurance and finance.

Since 1986 he worked for British insurance companies.

In the years 1994-1997 he was Vice President of the Management Board and the Sales and Marketing Director in the Life Insurance Company: Nationale Nederlanden Polska S.A.

As of 1997 he has been President of the Management Boards of the Insurance Company: Allianz Polska S.A. and the Insurance Company: Allianz Życie Polska S.A.

He is a competent person who is perfectly familiar with the operation of financial institutions. Paweł Dangel supports the Supervisory Board with his expertise primarily in terms of conditions of running business activity in Poland and financial risk management.

Sergio Ermotti, Member of the Supervisory Board since 29 April 2009; as of 16 June 2010 - Member of the Remuneration Committee and Financial Committee.

He is a Swiss certified banking expert. He completed the Advanced Management Program at Oxford University. He started his professional career in 1975 with Corner Bank S.A. in Lugano. Subsequently he worked at Citibank NA in Zurich and at Merrill Lynch & Co. in Zurich, London and New York.

In 2006 he started working for UniCredit at the position of Director of the Markets and Investment Banking Division. Since July 2007, as Deputy President of the UniCredit Group he was in charge of strategic areas of the Corporate and Investment Banking and Private Banking.

As of 23 February 2011 he resigned from being a member of the Supervisory Board.

Oliver Greene, Member of the Supervisory Board since 1 June 2004; Chairman of the Audit Committee.

He has extensive experience particularly in corporate, international and investment banking, planning and controlling, risks management, loan workout, mergers and acquisitions, leasing.

In his rich professional career, he has held high managerial positions in many international financial institutions:

·; within the Citibank group (1965-1980) - in London and New York, including, inter alia, Citicorp Leasing,

·; at Bankers Trust Company in London (1980-1988) - as the Head of the Great Britain Division in the World Corporations Division;

·; at The Chase Manhattan Bank NA (1988-1996) - as managing director for British Corporations, managing director for assets recovery, managing director for risk;

·; at Union Bank of Switzerland (1996-1998) - inter alia, as managing director for investment banking, senior banker managing corporate finance and advisory services for the companies listed at the London Stock Exchange from the FTSE index;

·; at the European Bank for Reconstruction and Development (1998-2003) - as director for workout of corporate loans in charge of recovery of classified assets of EBRD.

Since 2004, Mr. Oliver Greene has been a consultant with the European Bank for Reconstruction and Development.

He very actively participates in the Supervisory Board's meetings. He analyses all aspects of the Bank's activity with due diligence. Mr. O.Greene attaches much weight to protection of interests of minority shareholders, good relations with investors and the co-operation with the external auditor and the banking supervision authorities. What is particularly worth-emphasising is the activity of Mr. O.Greene as Chairman of the Audit Committee. Thanks to work and involvement of Mr. O.Greene, the Audit Committee operates according to the best practices and standards and supports the Board, among other things, in examining financial statements, exercising supervision of the internal audit function at the Bank, and in analysing the issues concerning risks management and the Bank's security etc.

Enrico Pavoni, has been Member of the Supervisory Board since 10 September 1999; member of the Remuneration Committee and Financial Committee.

Since the beginning of his career he has been associated with the Fiat Group. He has been managing the interests of this Group in Poland since 1978. In 1992 he was a member of the negotiating team participating the process of privatisation of Fabryka Samochodów Małolitrażowych in Bielsko-Biała. He coordinated the investments of the FIAT Group in Poland.

Since 1995, Mr. Enrico Pavoni has been President of the Management Board of FIAT POLSKA Sp. z o.o. Under the competences entrusted by FIAT S.p.A. he coordinates and supervises all ventures of the Group undertaken in Poland. In all the initiated undertakings he performs various functions in supervisory boards and he sits on the management boards.

For 10 years (1992-2002) he has performed the function of Vice Chairman of the Supervisory Board of FIAT AUTO POLAND S.A. Since 8 April 2002 he has held the position of President of the Management Board of FIAT AUTO POLAND S.A.

Enrico Pavoni has a great contribution to development of Polish-Italian economic relations. His competences and knowledge about the conditions and prospects of running business activity in Poland constitute a significant contribution to the Board's work.

Prof. Leszek Pawłowicz, has been Member of the Supervisory Board since 8 January 1998, he is Member of the Audit Committee.

He completed the economic studies at the Gdańsk University in 1973.

From the beginning of his professional career, has been associated with the Economics of Production Department of the Gdańsk University (currently Management Department), where he has gone through all the levels of scientific career. In 1977 he was awarded a PhD degree in economic sciences, and in 1988 a degree of assistant professor in economic sciences, and finally in 1993 a title of full professor at the Gdańsk University. Since 2003 he has been the Head of the Banking Faculty at the Gdańsk University.

Professor L.Pawłowicz is an expert in the field of banking and the author of numerous dissertations and articles in this area.

Currently, prof. L. Pawłowicz is Director of the Gdańsk Banking Academy and Vice President of the Management Board of the Gdańsk Institute for Market Economy and President of the Supervisory Board of the Warsaw Stock Exchange. He also performs the functions of Member of the Supervisory Board of PTE Allianz Polska S.A., Member of the Board of BEST S.A, Member of the Program Council of the Finansowanie Nieruchomości (Real Estate Finance) quarterly, member of the Supervisory Board of PKN Orlen.

His extensive knowledge and experience constitute a substantial contribution to the work of the Supervisory Board. During many years of his work on the Supervisory Board, Professor has focused on all aspects of the Bank's activity. His recommendations and comments refer to both the macroeconomic situation and the position of the Bank viewed against the background of the banking sector as well as to the Bank's product offer, risks management and co-operation with the banking supervision authorities. Mr. L.Pawłowicz also devotes much attention to the Bank's image and its relations with investors and analysts. He actively participates in works of the Audit Committee.

Dr Krzysztof Pawłowski, has been a member of the Supervisory Board since 25 July 2007.

He completed the studies in the field of physics at the Faculty of Mathematics, Physics and Chemistry of the Jagiellonian University. He obtained a PhD degree in physical sciences at the AGH University of Science and Technology in Cracow in 1975. He was awarded a Honorary Degree at the National Louis University in Chicago.

In 1969-1989 he worked in the research laboratory in Sądeckie Zakłady Elektro-Węglowe, and in 1985-1989 he performed the function of the head of the research laboratory. In the years 1989-1993, he was a senator of the I and II term of office of the Senate of the Republic of Poland. In 1991-1993 he performed the function of chairman of the Senate Commission for European Integration.

Dr Krzysztof Pawłowski is a founder (1991), and since1992 the Rector of the Higher School of Business - National Louis University in Nowy Sącz and since 1996 - the founder and Rector of the Higher School of Business in Tarnów. As of 2007 he has been President of the merged Schools mentioned above.

Dr Krzysztof Pawłowski is the author of several dozen scientific publications in the field of physics as well as lectures and press articles, including the ones devoted to managing the institutions of higher education and transformation of education system in Poland.

Dr Krzysztof Pawłowski is very active in Polish business circles. He has received a number of prestigious awards and distinctions, including the title of "Entrepreneur of the Year 2003" in the competition organised by Ernst&Young. His wide experience and big knowledge in the field of business activity substantially support the works of the Supervisory Board.

Paolo Fiorentino was Member of the Supervisory Board, its Vice Chairman and Secretary from 4 November 2003 to 26 April 2010. He was Member of the Audit Committee and Remuneration Committee until 26 April 2010.

Since July 2007 he performed the function of Deputy CEO of the UniCredit Group and was responsible, among other things, for the Division of Global Banking Services. Mr. P.Fiorentino is the exceptionally competent person knowing the overall banking activity, due to the fact that during his rich professional career he has dealt with all aspects of banking at various decision-making levels. He also knows the overall activity of Bank Pekao S.A. very well because in the years 1999-2003 he held the position of Vice President of the Management Board, COO (Chief Operating Officer). The expertise and experience of Mr. P.Fiorentino were of vital significance to the Supervisory Board's work.

In November 2010 Mr. P.Fiorentino was appointed Deputy General Manager and COO of the UniCredit Group.

Alicja Kornasiewicz was Member of the Supervisory Board from 6 May 2009 to 12 January 2010 when she tendered her resignation from the held position in connection with the appointment to the Management Board of Bank Pekao S.A. Until that date she was also Member of the Financial Committee.

She is a graduate in finance of the Central School of Planning and Statistics in Warsaw (currently the Warsaw School of Economics), holds a Ph.D in economy. Completed the Advanced Management Programme at Harvard Business School and the Executive Management Programme at INSEAD. She is a statutory auditor (licence no. 1777), a member of the National Chamber of Statutory Auditors.

Mrs. Alicja Kornasiewicz held different positions of growing responsibility both in private and public sectors using her extensive expertise in finances, accounting, book-keeping, economy and business, as well as her excellent negotiation skills. From 1993 to 1997 she worked at the European Bank for Reconstruction and Development. From 1997 to 2000 she served as the Secretary of State in the Ministry of Treasury.

Since September 2000 - Member of the Management Board of CAIB Investmentbank AG, since July 2008 President of UniCredit CAIB AG in Austria. She was also responsible for investment banking of the UniCredit Group in the Central and Eastern Europe, also held the position of Member of the Operating Committee of UniCredit Markets and Investment Banking.

c) Assessment of activity of the Supervisory Board

In 2010, the Supervisory Board of Bank Polska Kasa Opieki S.A. exercised permanent supervision of the Bank's activity, in accordance with the rights and obligations provided for in the Commercial Companies Code and the Bank's Statute.

Last year the Supervisory Board held 11 meetings, considered 99 memoranda, analyses and motions and adopted 64 resolutions. The Board Committees operated actively and substantially supported the Board in taking decisions.

The activity of the Supervisory Board in 2010, just like in the previous years, focused both on strategic issues as well as on the issues pertaining to supervision of the current activity of the Bank. Under the strategic issues, the Board analysed and discussed in detail with the Management Board the economic-financial situation of the Bank and its activity on the financial services market. In line with the supervisory requirements the Board was particularly interested in risks management.

The Management Board informed the Supervisory Board on a current basis about essential matters related to the Bank's activity and supported the Supervisory Board in decision making process presenting the required information and documents which were prepared at the high professional level. The Supervisory Board assesses its co-operation with the Management Board in 2010 as very good.

The good financial performance of the Bank in 2010, its position in the Polish banking sector, a high level of the Bank's security as well as effective and consistent risk management should also be considered as the result of effective operation of the Supervisory Board and the properly accomplished tasks and duties imposed upon the Board.

Taking the presented information into consideration, the work of the Supervisory Board in 2010 can be assessed as effective and compliant with the best practices.

Refers to the agenda item 12 7)

Resolution No.

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

on approving the performance of duties

by Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Jerzy Woźnicki, Chairman of the Supervisory Board, hereby receives approval of his duties performed in the period from 1st January to 31st December 2010.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

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

on approving the performance of duties

by Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Federico Ghizzoni, Deputy Chairman of the Supervisory Board and Deputy Chairman, Secretary of the Supervisory Board since 16th June 2010, hereby receives approval of his duties performed in the period from 1st January to 31st December 2010.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

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

on approving the performance of duties

by Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Paweł Dangel, Member of the Supervisory Board, hereby receives approval of his duties performed in the period from 1st January to 31st December 2010.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

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

on approving the performance of duties

by Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Oliver Greene, Member of the Supervisory Board, hereby receives approval of his duties performed in the period from 1st January to 31st December 2010.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

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

on approving the performance of duties

by Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Enrico Pavoni, Member of the Supervisory Board, hereby receives approval of his duties performed in the period from 1st January to 31st December 2010.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

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

on approving the performance of duties

by Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Leszek Pawłowicz, Member of the Supervisory Board, hereby receives approval of his duties performed in the period from 1st January to 31st December 2010.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

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

on approving the performance of duties

by Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Krzysztof Pawłowski, Member of the Supervisory Board hereby receives approval of his duties performed in the period from 1st January to 31st December 2010.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

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

on approving the performance of duties

by Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Paolo Fiorentino - Deputy Chairman, Secretary of the Supervisory Board hereby receives approval of his duties performed in the period from 1st January to 26th April 2010.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

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

on approving the performance of duties

by Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mrs. Alicja Kornasiewicz , Member of the Supervisory Board, hereby receives approval of her duties performed in the period from 1st January to 12th January 2010.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

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

on approving the performance of duties

by Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Roberto Nicastro, Member of the Supervisory Board till 15th June 2010 and Deputy Chairman of the Supervisory Board since 16th June 2010, hereby receives approval of his duties performed in the period from 29th April to 31st December 2010.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

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

on approving the performance of duties

by Member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p. 1 and Art. 395 § 2 p. 3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Sergio Ermotti, Member of the Supervisory Board hereby receives approval of his duties performed in the period from 29th April to 31st December 2010.

§ 2.

The Resolution is enacted upon its adoption.

Refers to the agenda item 12 8)

Resolution No.

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

on approving the performance of duties

by Member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p.1 and Art. 395 § 2 p.3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mrs. Alicja Kornasiewicz - Member of the Management Board of the Bank, acting President of the Management Board of the Bank until 30th August 2010 and President of the Management Board of the Bank since 31st August 2010, hereby receives approval of her duties performed in the period from 15th February to 31st December 2010.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

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

on approving the performance of duties

by Member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p.1 and Art. 395 § 2 p.3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Luigi Lovaglio, First Vice President of the Management Board of the Bank, who was acting President of the Management Board of the Bank from 12th January to 14th February 2010, hereby receives approval of his duties performed in the period from 1st January to 31st December 2010.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

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

on approving the performance of duties

by Member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p.1 and Art. 395 § 2 p.3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Diego Biondo, Vice President of the Management Board of the Bank, hereby receives approval of his duties performed in the period from 1st January to 31st December 2010.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

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

on approving the performance of duties

by Member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p.1 and Art. 395 § 2 p.3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Marco Iannaccone, Vice President of the Management Board of the Bank, hereby receives approval of his duties performed in the period from 1st January to 31st December 2010.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

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

on approving the performance of duties

by Member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p.1 and Art. 395 § 2 p.3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Andrzej Kopyrski, Vice President of the Management Board of the Bank, hereby receives approval of his duties performed in the period from 1st January to 31st December 2010.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

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

on approving the performance of duties

by Member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p.1 and Art. 395 § 2 p.3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

 Mr. Grzegorz Piwowar, Vice President of the Management Board of the Bank, hereby receives approval of his duties performed in the period from 1st January to 31st December 2010.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

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

on approving the performance of duties

by Member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p.1 and Art. 395 § 2 p.3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Marian Ważyński, Vice President of the Management Board of the Bank, hereby receives approval of his duties performed in the period from 1st January to 31st December 2010.

§ 2.

The Resolution is enacted upon its adoption.

Resolution No.

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

on approving the performance of duties

by Member of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

Acting in accordance with Art. 393 p.1 and Art. 395 § 2 p.3 of the Commercial Companies Code and pursuant to § 13 p. 4 of the Bank's Statute, the Ordinary General Meeting resolves as follows:

§ 1.

Mr. Jan Krzysztof Bielecki, President of the Management Board of the Bank, hereby receives approval of his duties performed in the period from 1st January to 11th January 2010.

§ 2.

The Resolution is enacted upon its adoption.

Refers to the agenda item 13

Clarification

The Bank aims at changes in the composition of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna, particularly in connection with the necessity to supplement the composition of the Supervisory Board of the Bank.

Refers to the agenda item 14

Resolution No.

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

regarding changes in remuneration for the Members of the Supervisory Board

 of Bank Polska Kasa Opieki Spółka Akcyjna

Acting in accordance with Art.392 § 1 of the Commercial Companies Code and § 13 p. 15 of the Bank's Statute, the Ordinary General Meeting of the Bank resolves as follows:

§ 1.

It is established that starting from 1st May 2011, Members of the Supervisory Board shall receive their remuneration according to the following principles:

1. Monthly remuneration for each Member of the Supervisory Board shall constitute an appropriate multiple of the average pay in the corporate sector, without profit bonus payments in the quarter prior to the one in which those payments are made.

2. Amount of remuneration due:

1) Member of the Supervisory Board holding the position of Chairman of the Supervisory Board - 4.0 times of the average salary referred to in section 1,

2) Member of the Supervisory Board holding the position of Deputy Chairman of the Supervisory Board - 3.6 times of the average salary referred to in section 1,

3) Member of the Supervisory Board holding the position of Deputy Chairman and Secretary of the Supervisory Board - 3.6 times of the average salary referred to in section 1,

4) Member of the Supervisory Board - 2.8 times of the average salary referred to in section 1.

3. Regardless of the amounts determined in section 2, Member of the Supervisory Board who is also Member of the Audit Committee is eligible for the following remuneration:

1) Member of the Supervisory Board who is also holding the position of Chairman of the Audit Committee - 1.35 times of the average salary referred to in section 1,

2) Member of the Supervisory Board who is also holding the position of Member of the Audit Committee - 1.1 times of the average salary referred to in section 1.

§ 2.

The Resolution No. 40 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna dated 28th April 2010, regarding the changes in salaries for Members of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna shall be no longer in effect.

§ 3.

The Resolution comes into force as of 1st May 2011.

Justification of the resolution of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna regarding changes in remuneration for Members of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

The Resolution aims at increasing the amount of remuneration for Members of the Supervisory Board which is due for performance of individual functions in the Supervisory Board and increasing the amount of remuneration for the Members of the Supervisory Board also contributing to the Audit Committee in accordance with the market level practices.

Refers to the agenda item 15

Resolution no.

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

on amending the Statute of Bank Polska Kasa Opieki Spółka Akcyjna

Acting in accordance with Art. 430 § 1 of the Commercial Companies Code and § 13 p. 8 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of the Bank resolves as follows:

§1.

The Statute of the Bank is amended as follows:

1) the current § 6 p. 22 of the Statute shall read:

"22) Trading in securities",

2) the current § 6 p. 25 of the Statute is deleted,

3) the current § 6 p. 28 of the Statute is deleted,

4) the current § 6 p. 31 of the Statute shall be indicated as 29 and shall read:

"29) Safe-keeping and registering financial instruments",

5) the current points 26-37 of the Bank's Statute shall be re-numbered as 25-35 respectively,

6) a new p. 36 shall be added to § 6 of the Statute in the following wording:

"36) Acting as an agent for investment company",

7) a new p. 37 shall be added to § 6 of the Statute in the following wording:

"37) Performing the following activities not classified as brokerage activity:

a) acceptance and transfer of orders to acquire or dispose of financial instruments,

b) execution of the orders referred to in point a, for the account of the customer

c) acquisition or disposal for the own account of financial instruments

d) offering of financial instruments,

e) investment advice,

f) provision of services under standby underwriting agreements and firm commitment underwriting agreements or execution and performance of other similar agreements on financial instruments,

with a reservation that the activities specified in letters a)-f) can only involve securities issued by the State Treasury or the National Bank of Poland or other financial instruments and bonds precluded from the organised trading system, specified in Art. 39p sec. 1 of the Act of 27th October 1994 on paid motorways and the National Road Fund".

§ 2

This Resolution shall come into force on the day it is adopted, on condition that the amendments of the Statute specified in § 1 of the Resolution come into force on the day they are entered into the National Court Register (KRS).

Justification of the resolution of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna regarding the amendments of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna in 2010

The scope of proposed amendments of the § 6 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna results from the intention to adjust its wording to the literal rendering of Art. 69 section 2 of the Act of 29th August 2005 on Trading in Financial Instruments (Journal of Laws of 2010, no. 211, item 1384, as amended). Pursuant to Art. 31 section 3 point 2 of the Banking Act of 29thAugust 1997 (Journal of Laws of 2002, no. 72, item 665, as amended), Bank Polska Kasa Opieki Spółka Akcyjna specifies in its Statute the scope of activity, including investment activity, in § 6 point 11, 15, 21, 22, 25, 28 of the Bank's Statute. Activities performed by the Bank were defined differently then the literal wording of Art. 69 section 2 of the Act on Trading in Financial Instruments. Due to the above, considering the standpoint of the Polish Financial Supervision Authority (KNF) presented in its letter sent on 18th May 2010, the Bank proposes to introduce adequate amendments to the contents of § 6 of the Bank's Statute. As a consequence of introducing the proposed amendments the scope of business activity of the Bank shall not be extended. Due to pending proceeding on obtaining the approval of the Polish Financial Supervision Authority for amending the Statute by adding investment advice service, the Bank included investment advice in the wording of the proposed § 6 p. 37 of the Statute.

Refers to the agenda item 16

Resolution No.

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

on authorizing the Supervisory Board of the Bank to determine the uniform text

of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna

§ 1.

Acting in accordance with Art. 430 § 5 of the Commercial Companies Code, the Ordinary General Meeting of the Bank authorizes the Supervisory Board of the Bank to determine the uniform text of the Bank's Statute, including the amendments specified in § 1 of the resolution No..... of the Ordinary General Meeting dated ................. 2011.

§ 2.

The Resolution is enacted upon its adoption.

Justification of the resolution of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on authorizing the Supervisory Board of the Bank to determine the uniform text of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna

Passing a resolution to amend the wording of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna requires formulation of the uniform text of the Bank's Statute, including the amendments introduced under this resolution. Additionally, according to Art. 9 section 4 of the Act on the National Court Register (KRS) (Journal of Laws of 2007, no. 168, item 1186 as amended) Bank Polska Kasa Opieki Spółka Akcyjna, when reporting the Statute changes to the registration court, is obligated to attach the uniform text of the Statute after each and every change thereof. Furthermore, both on the day of adoption of the resolution by the General Meeting, as well as after the adoption of the resolution by the the General Meeting, the part of the uniform text of the Bank's Statute related to the share capital amount may be modified, due to the possibility of taking up of shares within the conditional increase of the share capital. Therefore, authorization of the Supervisory Board of the Bank by the Ordinary General Meeting to determine the uniform text of the Statute of the Bank is justified.

Legal grounds:

Art.4021 §1 of the Commercial Companies Code (Journal of Laws of 2000, No. 94, item 1037 as amended) and § 38 sec. 1 p.1), 2) and 3) of the Ordinance of the Minister of Finance of 19th February 2009 on current and periodic information published by issuers of securities and the conditions for regarding information required by the law of a non-member state as equivalent (Journal of Laws of 2009, No. 33, item 259 as amended)