Draft resolution for OGM submitted by shareholder.

UNOFFICIAL TRANSLATION

24.06.2019 - Report 18/2019: Draft resolution for the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna submitted by a shareholder.

The Management Board of Bank Polska Kasa Opieki Spółka Akcyjna (the "Bank") informs that on June 24, 2019 it received from Powszechny Zakład Ubezpieczeń SA with its registered office in Warsaw, a shareholder representing at least one twentieth of the Bank's share capital, the draft resolution of the Ordinary General Meeting of the Bank convened for June 26, 2019 regarding item 18 of the agenda "Review of the request of the Bank's Management Board and taking resolutions on amending the Statute of the Bank Polska Kasa Opieki Spółka Akcyjna ".

The shareholder's application and the draft resolution are attached to this report.

The agenda of the Ordinary General Meeting of the Bank published in the current report No. 16/2019 dated 6 June 2019 remains unchanged.

Legal basis: § 19 para. 1 point 4 of the Regulation of the Minister of Finance of 29 March 2018 regarding current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2018, item 757).

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Draft

Resolution no.

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

in the matter of amending the Statute of Bank Polska Kasa Opieki Spółka Akcyjna

Pursuant to section 430 (1) of Commercial Companies' Code and Section 13 (8) the Bank's Statute, the Ordinary General Meeting resolves as follows:

§1

The Bank's Statue is amended in such a way that:

1) § 13 item 17 of the Bank's Statute reads as follows: "17) Appointment of an audit firm to audit financial statements,"

2) In § 14 para. 5 of the Statute of the Bank, the following point 11 is added: "11) is not a member of the Supervisory Board of the Bank for more than 12 years."

3) In § 14 of the Bank's Statute, para. 5a. is replaced by the following:

"5a. The majority of the members of the Supervisory Board included in the Audit Committee, including its chairperson, should meet the conditions of independence within the meaning of art. 129 para. 3 of the Act of May 11, 2017 on statutory auditors, auditing companies and public supervision. Members of the Supervisory Board who are members of the Audit Committee should have knowledge and skills in the industry in which the Bank operates, which condition is deemed met if at least one member of the Audit Committee has knowledge and skills in this industry or individual members in specific areas have knowledge and skills in this industry. At least one member of the Supervisory Board who is a member of the Audit Committee should have knowledge and skills in accounting or auditing."

4) In § 18 of the Bank's Statute, item 21 is amended as follows:

"21) Making an assessment of the intention to terminate the contract with an auditing company authorized to audit financial statements,"

5) In § 18 of the Bank's Statute, item 24 is amended as follows:

"24) Approving the Bank Repair Plan or Group Repair Plan prepared on the basis of the provisions of the Banking Law Act."

6) In § 20 of the Bank's Statute, para. 3 is replaced by the following:

"3. The Management Board of the Bank operates based on the Regulations adopted by itself. The Regulations specify in particular matters that require collegial consideration by the Bank's Management Board. The Regulations should specify the rules for holding meetings of the Management Board, including board meetings using means of distance communication, and rules for adopting resolutions in writing or using means of distance communication."

7) In § 20 of the Bank's Statute, para. 4 is replaced by the following:

"4. Resolutions of the Bank's Management Board may be adopted if all members have been duly notified about the meeting of the Management Board. The presence of at least half of the members of the Management Board is required for the validity of a resolution adopted at a meeting of the Management Board. "

8) In § 20 of the Bank's Statute, the following paragraph 6 is added as follows:

"6. The adoption of resolutions in writing and by means of distance communication does not apply to resolutions adopted in a secret ballot. "

9) § 25 shall read as follows:

"The Bank's own funds are:

1) Share capital,

2) Supplementary capital,

3) Reserve capital, including the fund for conducting

brokerage operations,

4) General risk fund for unidentified banking risk,

5) Revaluation reserve,

6) Retained result from previous years,

7) The net result of the current reporting period."

10) In § 26 para. 2 is replaced by the following:

"2. The Bank establishes funds according to the rules provided for in applicable law. "

11) Chapter VII of the Bank's Statute reads as follows:

"VII. INTERNAL CONTROL AND RISK MANAGEMENT "

12) In § 38 para. 1 of the Bank's Statute shall read as follows:

"1. The purpose of the Bank's internal control system is to ensure:

1) effectiveness and efficiency of the Bank's operations,

2) reliability of financial reporting,

3) adherence to the rules of risk management at the Bank,

4) compliance of the Bank's operations with the provisions of law, internal regulations

and market standards. "

13) In § 38 para. 2 of the Bank's Statute, point 2 shall read as follows:

"2) an independent compliance unit tasked with identifying, assessing, controlling and monitoring the risk of non-compliance of the Bank's operations with the provisions of law, internal regulations and market standards and presenting reports in this respect;"

14) In § 38 of the Statutes of the Bank, the paragraph 5 is added in the following wording

"5. As part of the risk management system, the Bank:

1) applies formalized rules for determining the amount of risk taken and risk management principles,

2) applies formal procedures aimed at identifying, measuring or estimating and monitoring the risk occurring in the Bank's operations, also taking into account the expected level of risk in the future,

3) applies formalized limits to reduce the risk and rules of conduct in case of exceeding the limits.

4) applies the adopted system of management reporting enabling monitoring of the level of risk,

5) has an organizational structure adjusted to the size and profile of the risk borne by the Bank."

§2

Based on Article. 430 § 5 of the Code of Commercial Companies, the Supervisory Board is authorized to establish a consolidated text of the amended Statute of the Bank, including the permission of the Polish Financial Supervision Authority referred to in §3.

§3.

The resolution comes into force on the day of its adoption, however the amendment to the Bank's Statute adopted on the basis of this resolution requires an entry into the register of entrepreneurs of the National Court Register in accordance with art. 430 §1 of the Code of Commercial Companies, after obtaining permission from the Polish Financial Supervision Authority to make such an amendment

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NOTE!

This form, completed and signed in accordance with the instructions therein, together with originals or copies of the documents confirming the Shareholder's representation, may be submitted to the Bank in writing. This form also, completed and signed in accordance with the instructions therein, may be submitted to the Bank in electronic form attached in PDF format to an electronic mail. In such case, documents confirming the Shareholder's representation must be submitted to the Bank in the same format as subsequent attachments. The attachments must be in the form of PDF files.

E-mail address to submit the electronic Application to the Bank: [email protected]

The data must be correctly entered due to possible verification and rejection of the application in case of incorrect data.

Warszawa, June 24th 2019

(Place) (Date)

The Management Board of

Bank Polska Kasa Opieki Spółka Akcyjna

with registered office in Warsaw

Ul. Grzybowska 53/57

00-950 Warszawa

Correspondence address

Ul. Żwirki i Wigury 31

02-091 Warszawa

APPLICANT

Shareholder representing minimum one twentieth part of the share capital of the Bank, pursuant to art. 401 § 1 of the Code of Commercial Companies.

Powszechny Zakład Ubezpieczeń Spółka Akcyjna

(Full name or company name)

Aleja Jana Pawła II 24, 00-133 Warszawa

(Place and address of residence/registered office and address)

NIP: 526-025-10-49, register of entrepreneurs kept by the District Court for the Capital City of Warsaw XII economic department, KRS: 0000009831

(PESEL, NIP, registration data such as designation of a type of register, entity keeping the register and an entry number)

[email protected], +48 (22) 582 43 23

(contact details: e-mail, telephone)

Holding __________52 494 007 ________shares in the Bank constituting _______ 20.00 %________

(Please enter number of shares held) (Please enter percentage in total number of shares)

of the Bank's share capital, entitling to______________________ 52 494 007 _________votes

(Please enter number of votes from shares held)

at the Bank's General Meeting, which constitutes _____20.00______ % of the total number of votes.

 (Please enter percentage in total number of votes)

⃞* Shareholder is a natural person signing the application personally

Shareholder is represented by:

⃞* Attorney: ________________________________________________________________

(Attorney's data)

X* Shareholder is a legal person

MACIEJ RAPKIEWICZ - MEMBER OF MANAGEMENT BOARD

(Data of persons authorised to represent the Shareholder or specification of other manner of representation if applicable)

MARCIN ECKERT - MEMBER OF MANAGEMENT BOARD

(Data of persons authorised to represent the Shareholder or specification of other manner of representation if applicable)

NOTE!

In case of a Power of Attorney, it must be attached to this application together with an abstract from the applicable register confirming the manner of representation of the Shareholder granting a Power of Attorney if applicable.

In case of representation of a Shareholder who is a legal person - in accordance with the rules of their representation, it is required to attach to this application an abstract from a relevant register confirming the manner of representation, and if the right to represent the Shareholder does not arise from the applicable register, it is required to attach a document(s) confirming the authorisation to represent the Shareholder, and a copy or original of a valid abstract from the applicable register.

It is also necessary to attach to the application a certificate of deposit, issued by a competent entity, confirming the status of shares held by the Shareholder in the amount corresponding to the amount of the Bank's share capital required to submit the application.

______________________

□*  Please mark a relevant box

NOTE!

This form, completed and signed in accordance with the instructions therein, together with originals or copies of the documents confirming the Shareholder's representation, may be submitted to the Bank in writing. This form also, completed and signed in accordance with the instructions therein, may be submitted to the Bank in electronic form attached in PDF format to an electronic mail. In such case, documents confirming the Shareholder's representation must also be submitted to the Bank in the same format as subsequent attachments. The attachments must be in the form of PDF files.

E-mail address to submit the electronic Application to the Bank: [email protected]

The data must be correctly entered due to possible verification and rejection of the application in case of incorrect data.

Warszawa, June 24th 2019

(Place) (Date)

The Management Board of

Bank Polska Kasa Opieki Spółka Akcyjna

with registered office in Warsaw

Ul. Grzybowska 53/57

00-950 Warszawa

Correspondence address

Ul. Żwirki i Wigury 31

02-091 Warszawa

CONTENT OF THE APPLICATION

The applicant, pursuant to art. 401 § 1 of the Code of Commercial Companies, hereby applies to place in the agenda of the General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna for 2018 convened on 26 June 2019 the following matters:

(Please specify below a list of matters/points with the reasons or a draft resolution for a proposed matter/point)

An oblong stamp reading: An oblong stamp reading:

MANAGEMENT BOARD MEMBER MANAGEMENT BOARD MEMBER

Powszechny Zakład Ubezpieczeń Powszechny Zakład Ubezpieczeń

Spółka Akcyjna Spółka Akcyjna

Maciej Rapkiewicz Marcin Eckert

NOTE!

This form, completed and signed in accordance with the instructions therein, together with originals or copies of the documents confirming the Shareholder's representation, may be submitted to the Company in writing. This form also, completed and signed in accordance with the instructions therein, may be submitted to the Company in electronic form attached in PDF format to an electronic mail. In such case, documents confirming the Shareholder's representation must also be submitted to the Company in the same format as subsequent attachments. The attachments must be in the form of PDF files.

E-mail address to submit the electronic Application to the Company: [email protected]

The data must be correctly entered due to possible verification and rejection of the application in case of incorrect data.

Warszawa , June 24th 2019

(Place) (Date)

The Management Board of

Bank Polska Kasa Opieki Spółka Akcyjna

with registered office in Warsaw

Ul. Grzybowska 53/57

00-950 Warszawa

Correspondence address

Ul. Żwirki i Wigury 31

02-091 Warszawa

CONTENT OF THE APPLICATION (continued)

The applicant, pursuant to art. 401 § 1 of the Code of Commercial Companies, hereby applies to place in the agenda of the General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna for 2018 convened on 26 June 2019 the following matters:

(Please specify below a list of matters/points with the reasons or a draft resolution for a proposed matter/point)

Draft resolution regarding the amendment of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, in the wording specified in the attachment to the motion.

The draft resolution concerns item 18 of the agenda:

18. Considering the motion of the Management Board of the Bank and adopting resolutions in the matter of the amendment to the Statute of Bank Polska Kas Opieki Spółka Akcyjna.

JUSTIFICATION

The draft resolution submittted by a shareholder is a repetition of the draft resolution of the third resolution included in the Motion of the Bank's Management Board excluding para. 1. item 4. of the resolution. In the shareholder's opinion approval of the motions of the Bank's Management Board regarding the outsourcing in the strategic areas of the business activity conducted by the Bank or in the case of ordering services of a value not smaller than 1,000,000 EUR should remain under the competence of the Supervisory Board.