Draft resolutions of Extraordinary General Meeting

UNOFFICIAL TRANSLATION

7.06.2017 - Report 30/2017: Draft resolutions of Extraordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna submitted by shareholder

Pursuant to § 38 section 1 point 5 of the Regulation of the Minister of Finance dated 19th February 2009 on current and periodic information disclosed by the issuers of securities and the recognition of the information required by the law of a non-member state (Journal of Laws 2014, item 133, as amended), The Management Board of Bank Polska Kasa Opieki Spółka Akcyjna ("Bank") presents the attached draft resolutions submitted by shareholder UniCredit S.p.A. in relation to point 8 of announced by the Management Board of the Bank on 12th May 2017 agenda of Extraordinary General Meeting which will take place on 8th June 2017.

Refers to the agenda item 8

Resolution No. [=]

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

on appointing a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

for new common term of office taking into consideration the assessment of suitability requirements

§ 1

Acting in accordance with art. 385 § 1 of the Commercial Companies Code and § 13 point 14 of the Bank's Statute, the Extraordinary General Meeting hereby appoints Paweł Surówka as a member of the Supervisory Board for the period of a common term of office, lasting three years, which shall begin on 9th June 2017.

§ 2

This resolution comes into effect on the date of its adoption.

Justification for the resolution of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on appointing members of the Supervisory Board for new common term of office.

The proposed draft of resolution results from the request of the shareholder of the Bank, UniCredit S.p.A, filed pursuant to Art. 401 § 1 of Commercial Companies Code (K.s.h.)

Pursuant to art. 385 § 1 of K.s.h. and § 13 point 14 of the Bank's Statute, appointment of members of the Supervisory Board is in the scope of competences of the General Meeting. The General Meeting shall adopt separate resolutions on appointing each member of the Supervisory Board, taking into consideration the assessment of suitability requirements, pursuant to art. 22 sec. 2 Banking law.

The Supervisory Board consists of seven to nine members, appointed by the General Meeting for the period of their common term of office, which shall last three years.

Resolution No. [=]

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

on appointing a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

for new common term of office taking into consideration the assessment of suitability requirements

§ 1

Acting in accordance with art. 385 § 1 of the Commercial Companies Code and § 13 point 14 of the Bank's Statute, the Extraordinary General Meeting hereby appoints Paweł Stopczyński as a member of the Supervisory Board for the period of a common term of office, lasting three years, which shall begin on 9th June 2017.

§ 2

This resolution comes into effect on the date of its adoption.

Justification for the resolution of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on appointing members of the Supervisory Board for new common term of office.

The proposed draft of resolution results from the request of the shareholder of the Bank, UniCredit S.p.A, filed pursuant to Art. 401 § 1 of Commercial Companies Code (K.s.h.)

Pursuant to art. 385 § 1 of K.s.h. and § 13 point 14 of the Bank's Statute, appointment of members of the Supervisory Board is in the scope of competences of the General Meeting. The General Meeting shall adopt separate resolutions on appointing each member of the Supervisory Board, taking into consideration the assessment of suitability requirements, pursuant to art. 22 sec. 2 Banking law.

The Supervisory Board consists of seven to nine members, appointed by the General Meeting for the period of their common term of office, which shall last three years.

Resolution No. [=]

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

on appointing a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

for new common term of office taking into consideration the assessment of suitability requirements

§ 1

Acting in accordance with art. 385 § 1 of the Commercial Companies Code and § 13 point 14 of the Bank's Statute, the Extraordinary General Meeting hereby appoints Grzegorz Janas as a member of the Supervisory Board for the period of a common term of office, lasting three years, which shall begin on 9th June 2017.

§ 2

This resolution comes into effect on the date of its adoption.

Justification for the resolution of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on appointing members of the Supervisory Board for new common term of office.

The proposed draft of resolution results from the request of the shareholder of the Bank, UniCredit S.p.A, filed pursuant to Art. 401 § 1 of Commercial Companies Code (K.s.h.)

Pursuant to art. 385 § 1 of K.s.h. and § 13 point 14 of the Bank's Statute, appointment of members of the Supervisory Board is in the scope of competences of the General Meeting. The General Meeting shall adopt separate resolutions on appointing each member of the Supervisory Board, taking into consideration the assessment of suitability requirements, pursuant to art. 22 sec. 2 Banking law.

The Supervisory Board consists of seven to nine members, appointed by the General Meeting for the period of their common term of office, which shall last three years.

Resolution No. [=]

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

on appointing a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

for new common term of office taking into consideration the assessment of suitability requirements

§ 1

Acting in accordance with art. 385 § 1 of the Commercial Companies Code and § 13 point 14 of the Bank's Statute, the Extraordinary General Meeting hereby appoints Michał Kaszyński as a member of the Supervisory Board for the period of a common term of office, lasting three years, which shall begin on 9th June 2017.

§ 2

This resolution comes into effect on the date of its adoption.

Justification for the resolution of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on appointing members of the Supervisory Board for new common term of office.

The proposed draft of resolution results from the request of the shareholder of the Bank, UniCredit S.p.A, filed pursuant to Art. 401 § 1 of Commercial Companies Code (K.s.h.)

Pursuant to art. 385 § 1 of K.s.h. and § 13 point 14 of the Bank's Statute, appointment of members of the Supervisory Board is in the scope of competences of the General Meeting. The General Meeting shall adopt separate resolutions on appointing each member of the Supervisory Board, taking into consideration the assessment of suitability requirements, pursuant to art. 22 sec. 2 Banking law.

The Supervisory Board consists of seven to nine members, appointed by the General Meeting for the period of their common term of office, which shall last three years.

Resolution No. [=]

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

on appointing a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

for new common term of office taking into consideration the assessment of suitability requirements

§ 1

Acting in accordance with art. 385 § 1 of the Commercial Companies Code and § 13 point 14 of the Bank's Statute, the Extraordinary General Meeting hereby appoints Justyna Głębikowska-Michalak as a member of the Supervisory Board for the period of a common term of office, lasting three years, which shall begin on 9th June 2017.

§ 2

This resolution comes into effect on the date of its adoption.

Justification for the resolution of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on appointing members of the Supervisory Board for new common term of office.

The proposed draft of resolution results from the request of the shareholder of the Bank, UniCredit S.p.A, filed pursuant to Art. 401 § 1 of Commercial Companies Code (K.s.h.)

Pursuant to art. 385 § 1 of K.s.h. and § 13 point 14 of the Bank's Statute, appointment of members of the Supervisory Board is in the scope of competences of the General Meeting. The General Meeting shall adopt separate resolutions on appointing each member of the Supervisory Board, taking into consideration the assessment of suitability requirements, pursuant to art. 22 sec. 2 Banking law.

The Supervisory Board consists of seven to nine members, appointed by the General Meeting for the period of their common term of office, which shall last three years.

Resolution No. [=]

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

on appointing a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

for new common term of office taking into consideration the assessment of suitability requirements

§ 1

Acting in accordance with art. 385 § 1 of the Commercial Companies Code and § 13 point 14 of the Bank's Statute, the Extraordinary General Meeting hereby appoints Joanna Błaszczyk as a member of the Supervisory Board for the period of a common term of office, lasting three years, which shall begin on 9th June 2017.

§ 2

This resolution comes into effect on the date of its adoption.

Justification for the resolution of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on appointing members of the Supervisory Board for new common term of office.

The proposed draft of resolution results from the request of the shareholder of the Bank, UniCredit S.p.A, filed pursuant to Art. 401 § 1 of Commercial Companies Code (K.s.h.)

Pursuant to art. 385 § 1 of K.s.h. and § 13 point 14 of the Bank's Statute, appointment of members of the Supervisory Board is in the scope of competences of the General Meeting. The General Meeting shall adopt separate resolutions on appointing each member of the Supervisory Board, taking into consideration the assessment of suitability requirements, pursuant to art. 22 sec. 2 Banking law.

The Supervisory Board consists of seven to nine members, appointed by the General Meeting for the period of their common term of office, which shall last three years.

Resolution No. [=]

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

on appointing a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

for new common term of office taking into consideration the assessment of suitability requirements

§ 1

Acting in accordance with art. 385 § 1 of the Commercial Companies Code and § 13 point 14 of the Bank's Statute, the Extraordinary General Meeting hereby appoints Ryszard Kaczoruk as a member of the Supervisory Board for the period of a common term of office, lasting three years, which shall begin on 9th June 2017.

§ 2

This resolution comes into effect on the date of its adoption.

Justification for the resolution of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on appointing members of the Supervisory Board for new common term of office.

The proposed draft of resolution results from the request of the shareholder of the Bank, UniCredit S.p.A, filed pursuant to Art. 401 § 1 of Commercial Companies Code (K.s.h.)

Pursuant to art. 385 § 1 of K.s.h. and § 13 point 14 of the Bank's Statute, appointment of members of the Supervisory Board is in the scope of competences of the General Meeting. The General Meeting shall adopt separate resolutions on appointing each member of the Supervisory Board, taking into consideration the assessment of suitability requirements, pursuant to art. 22 sec. 2 Banking law.

The Supervisory Board consists of seven to nine members, appointed by the General Meeting for the period of their common term of office, which shall last three years.

Resolution No. [=]

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

on appointing a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

for new common term of office taking into consideration the assessment of suitability requirements

§ 1

Acting in accordance with art. 385 § 1 of the Commercial Companies Code and § 13 point 14 of the Bank's Statute, the Extraordinary General Meeting hereby appoints Sabina Bigos-Jaworowska as a member of the Supervisory Board for the period of a common term of office, lasting three years, which shall begin on 9th June 2017.

§ 2

This resolution comes into effect on the date of its adoption.

Justification for the resolution of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on appointing members of the Supervisory Board for new common term of office.

The proposed draft of resolution results from the request of the shareholder of the Bank, UniCredit S.p.A, filed pursuant to Art. 401 § 1 of Commercial Companies Code (K.s.h.)

Pursuant to art. 385 § 1 of K.s.h. and § 13 point 14 of the Bank's Statute, appointment of members of the Supervisory Board is in the scope of competences of the General Meeting. The General Meeting shall adopt separate resolutions on appointing each member of the Supervisory Board, taking into consideration the assessment of suitability requirements, pursuant to art. 22 sec. 2 Banking law.

The Supervisory Board consists of seven to nine members, appointed by the General Meeting for the period of their common term of office, which shall last three years.

Resolution No. [=]

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

on appointing a member of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

for new common term of office taking into consideration the assessment of suitability requirements

§ 1

Acting in accordance with art. 385 § 1 of the Commercial Companies Code and § 13 point 14 of the Bank's Statute, the Extraordinary General Meeting hereby appoints Marian Majcher as a member of the Supervisory Board for the period of a common term of office, lasting three years, which shall begin on 9th June 2017.

§ 2

This resolution comes into effect on the date of its adoption.

Justification for the resolution of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on appointing members of the Supervisory Board for new common term of office.

The proposed draft of resolution results from the request of the shareholder of the Bank, UniCredit S.p.A, filed pursuant to Art. 401 § 1 of Commercial Companies Code (K.s.h.)

Pursuant to art. 385 § 1 of K.s.h. and § 13 point 14 of the Bank's Statute, appointment of members of the Supervisory Board is in the scope of competences of the General Meeting. The General Meeting shall adopt separate resolutions on appointing each member of the Supervisory Board, taking into consideration the assessment of suitability requirements, pursuant to art. 22 sec. 2 Banking law.

The Supervisory Board consists of seven to nine members, appointed by the General Meeting for the period of their common term of office, which shall last three years.