10th Mar 2006 17:07
Bank Pekao SA10 March 2006 UNOFFICIAL TRANSLATION: Report 27/2006: Resolutions of the Extraordinary General Meeting of Bank PolskaKasa Opieki S.A. on 10th March 2006 The Management Board of Bank Polska Kasa Opieki S.A. presents the resolutionsadopted by the Extraordinary General Meeting of the Bank on 10th March 2006: Resolution No. 1of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjnaon election of Chairman of the Extraordinary General Meeting The Extraordinary General Meeting appoints Mr. Andrzej Leganowicz as Chairman oftoday's Meeting. Resolution No. 2of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjnaon election of the Ballot Counting Commission The Extraordinary General Meeting appoints the following members of the BallotCounting Commission: Tomasz Dubiel, Lucyna Haczewska and Ewa Rucinska. Resolution No. 3of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjnaon adoption of the agenda The Extraordinary General Meeting adopts the agenda in the wording published inJudicial and Economic Journal No. 34 on 16th February 2006. Resolution No. 4 of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on amendments to the Statute of Bank Polska Kasa Opieki Spolka Akcyjna (S) 1. Acting on the basis of article 430 (S) 1 of the Code of CommercialCompanies and (S) 13 point 8 of the Statute of Bank Polska Kasa Opieki S.A., theExtraordinary General Meeting introduces the following amendments to the Statuteof the Bank: 1) (S) 1 section 2 shall read as follows: "2. Bank Polska Kasa Opieki S.A. is a member of the UniCredito ItalianoBanking Group. UniCredito Italiano S.p.A. has the right, in accordance with thePolish law, through the statutory authorities of the Bank, to affect activitiesof the Bank aimed at ensuring the stability of the Group.", 2) (S) 5 shall read as follows: "(S) 5 1. The Bank's organisational structure shall comprise: 1) Head Office of the Bank, 2) operational units at the Head Office of the Bank, 3) Regions, 4) Domestic Branches (inclusive of their respective sub-branches and bankingservices outlets) and abroad, 5) Other organisational units, including Corporate Customers Centres. 2. The changes of the organisational structure of the Head Office of the Bankwithin the framework concerning only the first level of reporting i.e. divisionsor organisational cells subordinated directly to the President of the ManagementBoard of the Bank or/and the Vice-President of the Management Board of the Bank,referred to in (S) 22 Section 4, shall be adopted by the Management Board andapproved by the Supervisory Board. 3. Save as otherwise provided for in Section 2, the Vice-President of theManagement Board of the Bank, referred to in (S) 22 Section 4, shall issue inthe form of the order the organisational by-laws of the Bank specifying thedetailed internal organisation of the Bank.", 3) In (S) 10 section 6 shall be added in the following wording: "6. The removal from the agenda or abandoning the reconsideration of an issueplaced in the Agenda upon a motion from shareholders requires the GeneralMeeting of Shareholders to adopt a resolution by 3/4 majority of votes, uponprior consent of all present shareholders who submitted such motion.", 4) In (S) 14 sections 3 and 4 shall read as follows: "3. The Supervisory Board shall include at least two independent members. Theindependent members of the Supervisory Board shall be free of any associationswith the Bank and its shareholders or employees that might bear a materialimpact upon the capacity of an independent member to take impartial decisions. 4. An independent member of Supervisory Board is considered to be a person, whoon the day of election to the Supervisory Board meets jointly the followingconditions: 1) is not and has not been in the period of the last 3 years employed at theBank, its subsidiaries or parent company as a Board member or on any othermanagerial position, 2) is not and has not been in the period of the last 3 years a charteredpublic accountant or an employee of an entity providing auditing services whoexamined the financial reports of the Bank, its subsidiaries or parent company, 3) is not a shareholder holding indirectly or directly 5 % or more shares ofthe Bank and is not a member of the Management Board, Supervisory Board or anemployee holding a managerial position with any such shareholder, 4) is not receiving any additional remuneration, apart from the remunerationfor membership in the Supervisory Board or any proprietary benefits from theBank, its subsidiaries or parent company, 5) is not a person close to any member of the authorities of the Bank or toany employee of the Bank employed in a managerial position nor a person close toa shareholder, being a natural person, holding directly or indirectly 5 % ormore shares of the Bank, 6) does not have significant business relationships with the Bank, itssubsidiaries or the parent company which could affect his/her independence.", 5) In (S) 14 the hitherto contents of sections 3-5 shall be respectivelymarked as sections 5-7, 6) In (S) 17 Section 3 shall read as follows: "3. Resolutions of the Supervisory Board shall be adopted by an absolutemajority of votes unless the provisions of law stipulate otherwise.", 7) In (S) 18 full stop shall be replaced by a comma and point 17 shall beadded in the following wording: "17) Approval of motions of the Management Boardconcerning incurring obligations or disposal of assets which overall value inrelation to one entity exceeds 5 % of equity funds of the Bank", 8) In (S) 20 Section 2 shall read as follows: "2. The Management Board of the Bank shall operate on the basis of the Rules ofprocedure adopted by it. Rules of procedure shall in particular define thematters which require joint consideration by the Management Board, as well asthe procedure for adopting a resolution in writing.", 9) In (S) 20 sections 3 and 4 shall be added in the following wording: "3. Resolutions of the Bank Management Board may be adopted after all membershave been duly notified of the Management Board meeting. Resolutions are deemedvalid when adopted in the presence of at least half of the Management Boardmembers. 4. Resolutions shall be adopted by an absolute majority of votes unless theprovisions of law stipulate otherwise.", 10) In (S)22 Section1 point 4 shall read as follows: "4) Issue orders, rules of procedure and other regulations governingthe operations of the Bank, save as otherwise provided for in Section 4. ThePresident of the Management Board may authorise the Vice-President of theManagement Board referred to in Section 4 to issue internal regulations of theBank within the framework of the basic organisational cells of the Head Officeof the Bank supervised by him,", 11) In (S) 22 Section 1 the full stop shall be replaced by a comma and point5 shall be added in the following wording: "5) Supervise the activity of basic organisational cells of the Head Office ofthe Bank performing tasks in the terms of: internal audit, legal service,macroeconomic analysis, corporate communication and the President's Office.", 12) In (S) 22 section 3 shall read as follows: "3. The Management Board of the Bank shall conduct the matters of theBank and represent the Bank. All issues not reserved by virtue of the provisionsof the law or of the Statute to fall within the scope of competence of otherauthorities, shall fall within the scope of competence of the Bank ManagementBoard. The members of the Management Board shall co-ordinate and supervise theactivity of the Bank pursuant to the division of competence, adopted by theManagement Board and approved by the Supervisory Board.", 13) In (S) 22 section 4 shall read as follows: "4. The Vice-President of the Management Board of the Bank co-ordinating andsupervising specific divisions and basic organisational cells of the Head Officeof the Bank shall issue orders, rules of procedure and other regulationsgoverning the activity of the Bank within the framework thereof. TheVice-President may authorise other members of the Management Board and executivedirectors to issue regulations of the executive nature: executive ordinances,official instructions, handbooks of operational and technical procedures andother for which the form of an order is not reserved.", 14) In (S)22 Section 5 shall read as follows: "5. The member of the Management Board appointed by the Supervisory Board uponthe consent of the Commission for Banking Supervision supervises the humanresources division.", 15) In (S) 22 the hitherto sections 4 and 5 shall be respectively marked assections 6 and 7, 16) (S) 23 shall read as follows: "The Management Board of the Bank may issue commercial powers ofattorney only to employees of the Bank and other employees belonging to theUniCredito Italiano Banking Group. The commercial power of attorney may berevoked by any member of the Management Board.", 17) in (S) 25 Section 2 point 4 shall read as follows: "4) general risk fund for unidentified risk of the bankactivity,", 18) In (S) 25 Section 2 the full stop shall be replaced by a comma andpoint 6 shall be added in the following wording: "6) Profit under approval and net profit of the current reporting period,calculated in accordance with the applicable accounting principles, minus anyanticipated charges and dividends whose amounts should not exceed the amount ofthe net profit, as verified by expert auditors.", 19) (S) 38 shall read as follows: "(S) 38 1.The Internal Control System of the Bank shall include all regulations,procedures and organizational structures which - acting together - aim toensure: 1) compliance with the strategy of the Bank, 2) effectiveness and efficiency of procedures, 3) protection of assets, 4) prevention of losses and errors, 5) security, stability and effectiveness of operations, 6) reliability and completeness of accounting and management information, 7) compliance of transactions with generally binding provisions of law,supervisory rules and internal policies, plans, regulations and procedures, and 8) support of the decision-making process. 2. The Internal Control System shall involve - in different roles - authoritiesof the Bank, individual units and organizational cells of the Bank, inparticular being part of the Organization Division, as well as all employees ofthe Bank, and consists of the following types of control: 1) Line (including Functional) Control, 2) Risk Management (including Functional) Control, and 3) Internal Audit (Institutional Control). 3.- The purpose of Functional Control shall be assurance of conformity ofactivities of the Bank with procedures, limits and provisions, reaction toshortcomings and failures and monitoring of the implementation of the givenrecommendation. This control is carried out by each employee within the scope,quality and correctness of his/her activities; and, additionally, by his/hersupervisors and people co-operating therewith. 4.- The purpose of the Line Control shall be assurance of correctness ofoperations. This control is carried out by the units of the Bank themselves(i.e. self and hierarchical control) and incorporated in procedures. 5.- The purpose of the Risk Management Control shall be defining riskmeasurement methods, verifying observance of assigned limits, and controllingconsistency of operations of Units with assigned risk return rate. This controlshall be carried out by units other than units directly involved in themanagement of the given process and independent from any business activity. 6.- The purpose of the Internal Audit (the Institutional Control) shall be theexamination, assessment and recommendation of improvements to actual proceduresand mechanisms of the Internal Control System and assessment of violations torules and procedures. It is performed in an objective and independent manner bythe Internal Audit unit, which is subordinated directly to the President of theManagement Board. This unit also submits reports to the Supervisory Board. 7.- The following authorities of the Bank shall be involved in the InternalControl System: 1) the Management Board - responsible for designing, implementing and operating the Internal Control System, adjusted to size and profile of the riskrelated to the operations of the Bank, 2) the Supervisory Board - exercising supervision over the Internal ControlSystem and assessing its adequacy and effectiveness through the Audit Committeeand the Internal Audit." 8. The President of the Management Board of the Bank shall issue in the form ofthe order the by-laws of internal control.". (S) 2. The amendments, referred to in (S) 1, shall be effective as of the dateof their entry into the Domestic Court Register. Justification of the resolution of the General Meeting of Bank Polska KasaOpieki S.A. on amendments to the Bank's Statute. The proposed changes to the Bank's Statute result from the following reasons: 1) change of the corporate governance rules specified in the "Good Practicesin Public Companies 2005" and the statement concerning the compliance with theserules submitted by the Bank on 30 June 2005, 2) amendment of the provisions of Banking Law Act and obligation ofadjusting to them statutes of banks, 3) adjusting the provisions of the Statute of the Bank to wording of theregulations of Banking Law Act in terms of own funds of the Bank, 4) change of the name of the UniCredito Italiano S.p.A. Capital Group to "UniCredito Italiano Banking Group". Re 1. In its statement, submitted on 30.06.2005 concerning the compliance with thecorporate governance rules specified in the "Good Practices in Public Companies2005", the Bank declared that it does not comply with rule no 14, however forthe purpose of incorporating it plans to amend the Statute at the nearestGeneral Meeting of Shareholders. The Bank declared that rule no 20 relating toparticipation of independent members in the Supervisory Board is executed by theBank. It also pointed out independence criteria of the members of theSupervisory Board applied in the Bank, declaring that it would present them tothe General Meeting of Shareholders for the purpose of introducing them to theStatute of the Bank. Re 2. By virtue of the law of 1.04.2004 r. on amendments to the law - the Banking Lawand amendments to other laws, which entered into force on 1.05.2004, amendmentshave been made to, inter alia, Article 31 of the Banking Law. The aforementionedprovision indicates which issues should be governed by the Bank's Statute. Inrelation to the previous legal status, issues governed by the Statute have beenexpanded to include the duty to indicate: 1) basic organisational structure of a bank (art. 31 section 3 point 3 ofthe Banking Law), 2) rules governing the adoption of decisions by authorities of a bank (art.31 section 3 point 3 of the Banking Law), 3) the competence of authorities, with a specific indication of competenceof the Members of the Management Board, appointed upon consent of the Commissionfor Banking Supervision ("KNB") (art. 31 section 3 point 3 of the Banking Law), 4) procedure of issuing internal regulations (art. 31 section 3 point 3 ofthe Banking Law), 5) the procedure for adopting decisions on incurring obligations ordisposing of assets, the total value of which in relation to a single entityexceeds 5 % of the equity funds (art. 31 section 3 point 3 of the Banking Law), 6) rules of functioning of the internal control system (art. 31 section 3point 4 of the Banking Law). Banks have been obliged to adjust the provisions of their statutes to therequirements of the Banking law by April 30, 2006. Re 3. For the purpose of ensuring compliance of basic funds of the Bank specified in(S) 25 section 2 of the Statute, particularly the terminology used in thisprovision, with the wording of art. 127 of the Banking Law a respectiveamendment should be introduced in the Statute. Re 4. The name of the UniCredito Italiano S.p.A. Capital Group specified in theStatute was changed to "UniCredito Italiano Banking Group". Moreover it isrecommended to underline that the Bank is a member of the Group and not itspart. Resolution No. 5 of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on an establishment of the uniform text of the Statute of Bank Polska Kasa Opieki Spolka Akcyjna (S) 1. Acting on basis of art.430 (S) 2 of the Code of Commercial; Companies and (S) 13 point 8 of the Statute of theBank, the Extraordinary General Meeting of the Bank adopts the uniform text of the Statute of the Bank in the followingwording: THE STATUTE OF BANK POLSKA KASA OPIEKI SPOLKA AKCYJNA I. GENERAL PROVISIONS (S) 11. Bank Polska Kasa Opieki Spolka Akcyjna, established in 1929, is a bank organised in the form of a joint stockcompany, operating pursuant to the binding legal regulations, and in particular according to the Banking Law,regulations of the Code of Commercial Companies and provisions of this Statute. 2. Bank Polska Kasa Opieki S.A. is a member of the UniCredito Italiano Banking Group. UniCredito Italiano S.p.A. hasthe right, in accordance with the Polish law, through the statutory authorities of the Bank, to affect activities ofthe Bank aimed at ensuring the stability of the Group. (S) 21. The name of the company shall be: "Bank Polska Kasa Opieki Spolka Akcyjna". 2. The Bank shall use the abbreviated name: "Bank Pekao S.A." (S) 3The Bank shall have its registered seat in the capital city of Warsaw. (S) 41. The Bank shall operate within the territory of the Republic of Poland and abroad. 2. The Bank may own, establish and liquidate branches and other organisational units in the country and abroad. (S) 5 1. The Bank's organisational structure shall comprise: 1) the Head Office of the Bank, 2) operational units at the Head Office of the Bank, 3) Regions, 4) Domestic Branches (inclusive of their respective sub-branches and banking services outlets) and abroad, 5) Other organisational units, including Corporate Customers Centres. 2. The changes of the organisational structure of the Head Office of the Bank within the framework concerning only thefirst level of reporting i.e. divisions or organisational cells subordinated directly to the President of theManagement Board of the Bank or/and the Vice-President of the Management Board of the Bank, referred to in (S) 22Section 4, shall be adopted by the Management Board and approved by the Supervisory Board.", 3. Save as otherwise provided for in Section 2, the Vice-President of the Management Board of the Bank, referred to in(S) 22 Section 4, shall issue in the form of the order the organisational by-laws of the Bank, specifying the detailedinternal organisation of the Bank.". II. ACTIVITIES OF THE BANK (S) 6 The scope of the activities shall comprise the conducting of the following activities in Poland andabroad: 1) Accepting cash as demand deposits or term deposits and keeping Deposit accounts,2) Keeping other bank accounts,3) Granting credits and loans,4) Performing financial settlements in all forms accepted in domestic and international bank relations, 5) Performing banking operations regarding bills of exchange and cheques,6) Accepting and making deposits in domestic and foreign banks,7) Giving and confirming sureties and bank guarantees and opening and confirming letters of credit,8) Conducting purchase and sale of foreign exchange values,9) Servicing state loans and managing funds on order,10) Issuing banking securities, trading in such securities and keeping securities accounts,11) Performing ordered activities related with the issue of securities,12) Safe-keeping of objects, documents and securities, and making available safe deposit boxes,13) Organising and participating in bank syndicates,14) Trading and agency in financial debts,15) Performing term financial operations,16) Providing trustee services,17) Issuing payment cards and performing operations with the use of such cards,18) Keeping housing savings,19) Providing consulting and advisory services in financial matters,20) Acquiring or purchasing shares and rights arising from shares of stock of another legal entity other than a bank, or investment in investment funds,21) Taking up obligations relating to issuance of securities,22) Trading and agency in securities,23) Carrying out conversion of debt into the debtor's property components, on terms and conditions agreed with the debtor,24) Purchasing and selling real estate,25) Dealing in derivative instruments on own account and on order,26) Conducting acquisition activities pursuant to regulations of the act on organisation and operation of pension funds,27) Organising and rendering financial services in leasing and factoring,28) Agency sale of participation units or certificates of investments in the understanding of the law on investment funds,29) Performing activities in insurance brokerage,30) Rendering services in transportation of valuables,31) Running the securities accounts,32) Performance of the function of a depository pursuant to provisions of the act on organisation and operation of pension funds and the act on investment funds,33) Acting as an intermediary in carrying out money transfers and settlements in foreign exchange payments,34) Issuing the instrument of electronic money,35) Conducting vindication activity by order of banks. III. BODIES OF THE BANK (S) 7The Bodies of the Bank are:1) General Meeting of Shareholders,2) Supervisory Board,3) Management Board of the Bank. The General Meeting of Shareholders (S) 81. The Ordinary General Meeting of Shareholders shall be convened by the Management Board of the Bank.2. The Ordinary General Meeting should be held in June at least. Should the General Meeting of Shareholders be not convened by the Management Board within the time limit set out in this Statute, the Supervisory Board shall have the right to convene the Meeting.3. The Extraordinary General Meeting of Shareholders shall be convened, if required, by the Management Board of the Bank on its own initiative or on the motion of the Supervisory Board or the shareholders representing at least 1/10 of the statutory capital. These shareholders may also require introducing specific matters in the agenda of the next General Meeting. The requests for convening the General Meeting of Shareholders and for including specific matters on the agenda of the General Meeting of Shareholders should be justified.4. Should the Management Board not satisfy the requirements of the Supervisory Board or shareholders within two weeks from the date the requirement was submitted, respectively the Supervisory Board or the shareholders shall have the right to convene the Extraordinary General Meeting of Shareholders pursuant to the authorisation of the court. (S) 9 All matters to be submitted to the General Meeting of Shareholders shall be first submitted to the Supervisory Board for consideration. (S) 101. Shareholders may participate in the General Meeting of Shareholders in person or through their attorneys. A power of attorney to attend and vote at the General Meeting of Shareholders shall be made in writing and attached to the Minutes of the General Meeting of Shareholders, under the pain of invalidity.2. The General Meeting of Shareholders shall be entitled to adopt resolutions if at least 50% of the shares plus one share are represented, subject to the mandatory provisions of law.3. In the case the resolution has not been adopted for the lack of the quorum required by the Statute of the Bank, during the next General Meeting of Shareholders, with the same agenda as the General Meeting of Shareholders, which did not adopt a resolution for the lack of the quorum, the presence of the shareholders representing at least 20% of the shares is required for an adoption of the resolution.4. The General Meeting of Shareholders referred to in Section 3 should be held on the date falling - not later than within eight weeks after the General Meeting of Shareholders which has not adopted the resolutions for the lack of quorum.5. Resolutions of the General Meeting of Shareholders shall be adopted by an absolute majority of votes, subject to the provisions of the Code of Commercial Companies and the Statute of the Bank.6. The removal from the agenda or abandoning the reconsideration of an issue placed in the Agenda upon a motion from shareholders requires the General Meeting of Shareholders to adopt a resolution by 3/4 majority of votes, upon prior consent of all present shareholders who submitted such motion. (S) 11Each share of the Bank shall give right to one vote. (S) 121. The General Meeting of Shareholders shall be opened by the Chairman, or one of the Deputy Chairmen, or in theirabsence - by one of the members of the Supervisory Board. If these persons are absent, the General Meeting ofShareholders shall be opened by the President of the Management Board or a person designated by the Management Board.Detailed procedure of conducting the sittings of the General Meeting of Shareholders shall be determined by theregulation adopted by the General Meeting. (S) 13The General Meeting of Shareholders, apart from other matters specified in the Code of CommercialCompanies and the Statute of the Bank, shall have the authority to:1) Review and approve the report on the activities and the financial reports of the Bank for the previous reporting year, 2) Adopt resolutions regarding distribution of profits or covering losses,3) Review and approve the report on activities of the Supervisory Board, 4) Acknowledge the approval of duties by members of the Supervisory Board and the Management Board,5) Review and approve the report on activities and the financial report of the Bank's capital Group,6) Set the date of determining the right to dividend and the date of paying out the dividend,7) Sell and lease of the enterprise, or its organised part, and establish a limited property right of usufruct thereof,8) Amend the Statute of the Bank and establish its uniform text,9) Increase or decrease the Bank's statutory capital,10) Issue bonds, including bonds convertible into shares or the bonds with pre-emptive right to acquire shares, and subscription warrants11) Redeem shares and determine conditions of such redemption,12) Carry out a merger, division or liquidation of the Bank,13) Create and liquidate special funds,14) Appoint and recall members of the Supervisory Board,15) Determine the rules of remunerating members of the Supervisory Board,16) Conclude the agreement with a controlled company which provides for a management over the controlled company or a transfer of profit by such company17) Appoint the auditor18) Deal with other matters falling within the scope of the Bank's activities which are submitted to the General Meeting of Shareholders. The Supervisory Board (S)141. The Supervisory Board consists of seven to nine members appointed by the General Meeting of Shareholders for the period of their common term of office, which shall last three years.2. The number of members of the Supervisory Board shall be determined by the General Meeting of Shareholders.3 The Supervisory Board shall include at least two independent members. The independent members of the Supervisory Board shall. be free of any associations with the Bank and its shareholders or employees that might bear a material impact upon the capacity of an independent member to take impartial decisions.4. An independent member of Supervisory Board is considered to be a person, who on the day of election to the Supervisory Board meets jointly the following conditions: 1) is not and has not been in the period of the last 3 years employed at the Bank, its subsidiaries or parent company as a Board member or on any other managerial position, 2) is not and has not been in the period of the last 3 years a chartered public accountant or an employee of an entity providing auditing services who examined the financial reports of the Bank, its subsidiaries or parent company, 3) is not a shareholder holding indirectly or directly 5 % or more shares of the Bank and is not a member of the Management Board, Supervisory Board or an employee holding a managerial position with any such shareholder, 4) is not receiving any additional remuneration, apart from the remuneration for membership in the Supervisory Board or any proprietary benefits from the Bank, its subsidiaries or parent company, 5) is not a person close to any member of the authorities of the Bank or to any employee of the Bank employed in a managerial position nor a person close to a shareholder, being a natural person, holding directly or indirectly 5 % or more shares of the Bank, 6)- does not have significant business relationships with the Bank, its subsidiaries or the parent company which could affect his/her independence.5. Members of the Supervisory Board shall perform their duties only in person.6. The Supervisory Board shall elect its Chairman, two Deputy Chairmen and Secretary from among its members. The Deputy Chairman may simultaneously perform the function of the Secretary.7. The Supervisory Board shall act in accordance with the Rules of Procedure adopted by it. (S) 151. Any member of the Supervisory Board may be recalled at any time by the General Meeting of Shareholders.2. Mandates of the members of the Supervisory Board shall expire: 1) On the date of holding the General Meeting accepting the financial report for the last full reporting year of performing duties of a member of the Supervisory Board, save as otherwise provided for in Section 3, 2) In the event of resignation of a member of the Supervisory Board from his position, 3) In the event of recalling a member of the Supervisory Board by the General Meeting, 4) In case of death of a member of the Supervisory Board.3. Mandate of the member of the Supervisory Board, which has been appointed before the end of the term of the Supervisory Board, shall expire simultaneously with the expiry of the mandates of the remaining members of the Supervisory Board. (S) 161. Meetings of the Supervisory Board shall be held as necessary, however, not less frequently than every two months. Meetings of the Supervisory Board shall be convened by the Chairman of the Supervisory Board on his own2. initiative or on a motion of the Management Board or a member of the Supervisory Board. If the Chairman of the Supervisory Board does not convene the meeting within two weeks after receiving the motion mentioned in Section 2, the proposer of the motion can convene it on his own giving the date, place and the proposed agenda. 3. (S)171. The Supervisory Board shall adopt resolutions if at least half of its members, including its Chairman, or one of the Deputy Chairmen, are present during the meeting and all the members have been invited.2. Members of the Supervisory Board may also take part in adoption of the Board's resolutions by casting their vote in writing through other member of the Supervisory Board, excluding the resolutions on matters introduced into agenda at the meeting.3. Resolutions of the Supervisory Board shall be adopted by an absolute majority of votes unless the provisions of law stipulate otherwise.4. In special situations, a resolution may be adopted in writing (by correspondence) or with the use of means of distance communication. The procedure of adopting resolutions in writing and with the use of means of distance communication is set out in the Rules of procedure of the Supervisory Board.5. The mode determined in Section 2 and 4 does not refer to resolutions adopted in secret ballot. (S) 18Besides the rights and obligations provided for in the Code of Commercial Companies and the Bank'sStatute, the following matters shall fall in particular into the authority of the Supervisory Board:1) Review of the report of the Management Board on activities of the Bank and review of the Bank's financial report for the previous reporting year,2) Review of the motions of the Management Board regarding distribution of profits or covering losses,3) Review of the report on activities and financial report of the Bank's Capital Group,4) Submitting to the General Meeting of Shareholders a written report on the results of reviews referred to in item (1) to (3),5) Preparation of the report on activities of the Supervisory Board for the previous reporting year,6) Applying to the Banking Supervisory Commission for approval to appoint two members of the Management Board, including the President of the Management Board,7) Appointing, upon approval of the Banking Supervisory Commission, and recalling the President of the Management Board of the Bank in a secret ballot,8) Appointing and recalling in a secret ballot at the request of the President of the Management Board, the Deputy Presidents and members of the Management Board of the Bank, including the appointment of one member of the Management Board upon obtaining the approval of the Banking Supervisory Commission,9) Suspending in their duties for significant reasons individual or all members of the Management Board,10) Delegating the members of the Supervisory Board for a period not exceeding three months, to perform the duties of the members of the Management Board, which were dismissed, resigned, or for other reasons are incapable of performing their duties11) Determining the terms of contracts regulating employment or other legal relationships between members of the Management Board and the Bank,12) Issue opinions on motions of the Management Board of the Bank regarding the establishing and access by the Bank as a shareholder (stockholder) into other companies, and selling shares (stocks) should such investments be of long-term and strategic nature,13) Issue of opinions on motions of the Bank's long-term development plans and annual financial plans of the Bank,14) Issue of approval for creation and liquidation of foreign branches and representative offices of the Bank,15) Adoption of regulations concerning the creation and use of funds provided for in the Bank's Statute on request of the Management Board,16) Approving motions of the Management Board of the Bank regarding acquisition, encumbering or sale of real estate or a share in real estate, or perpetual usufruct, in the event that its value exceeds 2,000,000 PLN. In other cases decisions are adopted by the Management Board of the Bank without necessity of acceptance of the Supervisory Board, 17) Approval of motions of the Management Board concerning incurring obligations or disposal of assets which overall value in relation to one entity exceeds 5 % of equity funds of the Bank. (S)19 The Chairman of the Supervisory Board and, in his absence, the Deputy Chairman indicated by the Chairman of theSupervisory Board, shall be entitled to sign agreements concluded by the Bank with members of the Management Board ofthe Bank, acting on behalf of the Supervisory Board. The Management Board of the Bank (S) 201. The Management Board consists of 5 to 9 members. The Management Board of the Bank shall consist of the: 1) President of the Management Board of the Bank, 2) Deputy Presidents of the Management board of the Bank, 3) Members of the Management Board of the Bank.2. The Management Board of the Bank shall operate on the basis of the Rules of procedure adopted by it. Rules of procedure shall in particular define the matters which require joint consideration by the Management Board, as well as the procedure for adopting a resolution in writing.3. Resolutions of the Bank Management Board may be adopted after all members have been duly notified of the Management Board meeting. Resolutions are deemed valid when adopted in the presence of at least half of the Management Board members.4. Resolutions shall be adopted by an absolute majority of votes unless the provisions of law stipulate otherwise. (S) 211. The members of the Management Board shall be appointed for the common term, which shall last three years.2. Mandates of Members of the Management Board of the Bank shall expire: 1) On the day of holding the General Meeting accepting the financial report for the last full reporting year of performing the duties of the member of the Management Board save as otherwise provided for in Section 3, 2) In the event of resignation of a member of the Management Board from his position, 3) In the event of recalling a member of the Management Board by the Supervisory Board, 4) In case of death of a member of the Management Board.3. Mandate of the member of the Supervisory Board appointed before the end of the term of the Management Board shall expire simultaneously with the expiry of the mandates of the remaining members of the Management Board. (S) 221. The President of the Management Board shall: 1) Manage operations of the Management Board of the Bank, 2) Convene and preside over meetings of the Management Board, 3) Present the standpoint of the Management Board towards the organs of the Bank and in external relations, in particular towards the State organs, 4) Issue orders, rules of procedure and other regulations governing the operations of the Bank, save as otherwise provided for in Section 4. The President of the Management Board may authorise the Vice-President of the Management Board referred to in Section 4 to issue internal regulations of the Bank within the framework of the basic organisational cells of the Head Office of the Bank supervised by him, 5) Supervise the activity of basic organisational cells of the Head Office of the Bank performing tasks in the terms of: internal audit, legal service, macroeconomic analysis, corporate communication and the President's Office.2. During the absence of the President of the Management Board of the Bank, his duties shall be taken over by a member of the Management Board of the Bank appointed by the President of the Management Board.3. The Management Board shall conduct the matters of the Bank and represent the Bank. All issues not reserved by virtue of the provisions of the law or of the Statute to fall within the scope of competence of other authorities, shall fall within the scope of competence of the Bank Management Board. The members of the Management Board shall co-ordinate and supervise the activity of the Bank pursuant to the division of competence, adopted by the Management Board and approved by the Supervisory Board.4. The Vice-President of the Management Board of the Bank co-ordinating and supervising specific divisions and basic organisational cells of the Head Office of the Bank shall issue orders, rules of procedure and other regulations governing the activity of the Bank within the framework thereof. The Vice-President may authorise other members of the Management Board and executive directors to issue regulations of the executive nature: executive ordinances, official instructions, handbooks of operational and technical procedures and other for which the form of an order is not reserved.5. The member of the Management Board appointed by the Supervisory Board upon the consent of the Commission for Banking Supervision supervises the human resources division.6. The Management Board of the Bank in the framework limited by the rules of the binding Polsih law submits to UniCredito Italiano S.p.A. as the parent company all required information and data.7. The Management Board of the Bank, operating through the statutory bodies of the subsidiaries of the Bank, co-ordinates and affects their activities aimed at ensuring the stability of the group. (S) 23 The Management Board of the Bank may issue commercial powers of attorney only to employees of the Bank and other employees belonging to the UniCredito Italiano Banking Group. The commercial power of attorney may be revoked by any member of the Management Board. IV. PROCEDURE FOR SUBMITTING STATEMENTS REGARDING PROPERTY RIGHTS AND OBLIGATIONS OF THE BANK (S) 241. The following persons are authorised to make statements regarding property rights and obligations of the Bank and to sign on behalf of the Bank: 1) Two members of the Management Board or a member of the Management Board with a commercial attorney, 2) Two commercial attorneys, 3) Member of the Management Board or a commercial attorney acting jointly with an attorney, 4) Attorneys acting individually or jointly within the limits of their powers of attorney.2. Persons empowered to submit statements regarding property rights and obligations shall place their signatures under the name of the Bank. V. CAPITAL AND FUNDS OF THE BANK (S) 251. Equity funds of the Bank, including positions decreasing them, in accordance with the regulationsof Banking Law, shall consist of: 1) Basic funds, 2) Supplementary capital in the amount not higher than the basic funds of the Bank.2. The basic funds of the Bank are: 1) Statutory capital, 2) Obligatory reserve equity, 3) Reserve equities, 4) General risk fund for unidentified risk of the bank activity, 5) Retained profit from previous years, 6) Profit under approval and net profit of the current reporting period, calculated in accordance with the applicable accounting principles, minus any anticipated charges and dividends whose amounts should not exceed the amount of the net profit, as verified by expert auditors. (S) 261. Bank may create and liquidate special funds during and at the end of the financial year, on the basis of resolutions of the General Meeting of Shareholders.2. Bank shall create funds provided for in binding legal acts. (S) 271. The statutory capital of the Bank amounts to 166.673.611 (one hundred sixty six million six hundred seventy three thousand six hundred and eleven) PLN and is divided into 137.650.000 (one hundred thirty seven million six hundred and fifty thousand) Series A bearer shares with the nominal value of 1,- (one) PLN per share, 7.690.000 (seven million six hundred and ninety thousand) Series B bearer shares of the Bank with the nominal value of 1,- (one) PLN per share, 10.630.632 (ten million six hundred thirty thousand six hundred and thirty two) Series C bearer shares with the nominal value of 1,- (one) PLN per share, 9.777.571 (nine million seven hundred seventy seven thousand five hundred and seventy one) Series D bearer shares with the nominal value of 1,- (one) PLN per share, 373.644 (three hundred seventy three thousand six hundred and forty four) Series E bearer shares with the nominal value of 1 (one) PLN per share, 191.924 (one hundred ninety one thousand nine hundred and twenty four) Series F bearer shares with the nominal value of 1,- (one) PLN per share and 359.840 (three hundred fifty nine thousand eight hundred and forty) Series H bearer shares with the nominal value of 1,- (one) PLN per share 2. Statutory capital of the Bank may be increased through the issue of new bearer shares, or through the increase of the nominal value of the existing shares. The General Meeting may increase the statutory capital earmarking for this purpose the funds from reserve capital or other funds set up from profit, provided they can be used for this purpose in compliance with the Code of Commercial Companies and the Bank's Statute.3. Shares may be issued as collective shares certificates.4. Shares may be redeemed on conditions determined by the General Meeting of Shareholders. (S) 27 a The Bank's share capital was conditionally increased by Resolution No 7 of theExtraordinary General Meeting of Shareholders dated 25 July 2003 by the amountof 1.660.000,- (one million six hundred sixty thousand) PLN, by a way of issue830,000 (eight hundred thirty thousand) Series F common bearer shares of theBank with a nominal value of 1 (one) PLN each and 830,000 (eight hundred thirtythousand) Series G common bearer shares of the Bank with a nominal value of 1(one) PLN, in order to grant rights of priority to take up shares to the holdersof Series A, B, C and D registered bonds of the Bank with right to priority,issued pursuant to Resolution No 6 of the Extraordinary General Meeting ofShareholders dated 25 July 2003, with the exclusion of pre-emptive right onshares in relation to the existing shareholders of the Bank. (S) 281. Obligatory reserve equity shall be created out of annual write-offs from the net profit to cover possible balance sheet losses, as may result from operations of the Bank. Annual write-offs into obligatory reserve equity shall amount to at least 8 % of net profit and shall be continued until the obligatory reserve equity reaches at least 1/3 part of statutory capital of the Bank. The surplus achieved by the issue of shares over their nominal value shall be transferred to the obligatory reserve equity and other surplus - after the cover of cost of issue.2. The amount of any such write-off shall be determined by the General Meeting of Shareholders.3. The General Meeting of Shareholders shall decide about using of obligatory reserve equity. However, a part of this equity in the amount of one-third part of statutory capital may be only used to cover the loss showed in the financial report. (S) 291. The general risk fund shall be established out of write-offs from net profit for unidentified risks associated with banking activities.2. The amount of any such write-offs shall be determined by the General Meeting of Shareholders. (S) 301. The reserve equities shall be established out of write-offs from net profit for the equities.--------2. Amount of any such write-offs shall be determined by the General Meeting of Shareholders.3. The reserve equities may be designated for covering the particular losses or expenses as well as for increasing the statutory capital and paying out of the dividend.4. The General Meeting of shall decide about using the reserve equities. (S) 311. Special funds shall be established out of write-offs from net profit made pursuant to a resolution of the General Meeting of Shareholders, which, in each case, shall determine the amount of the write-off to be allocated to each particular fund, unless the obligation to create such funds results from a legal act.2. Rules of procedure of establishing and using of special funds shall be adopted by the Supervisory Board. VI. FINANCIAL MANAGEMENT OF THE BANK, DISTRIBUTION OF PROFIT, COVERING OF LOSSES, ACCOUNTING (S) 32The financial management of the Bank shall be conducted on the basis of annual financial plans. (S) 331. Annual net profit may be allocated for the following purposes, in amounts to be resolved upon by the General Meeting of Shareholders: 1) Obligatory reserve fund, 2) General risk fund, 3) Reserve equities, 4) Dividend, 5) Special funds, 6) Other purposes. 2. Any claim for dividend shall expire after three years. The Bank shall pay no interest on the uncollected dividend. (S) 34The Bank shall create a general risk reserve to debit the costs in order to cover rights connected with conductingbanking operations. (S) 35Balance sheet losses shall be covered from obligatory reserve equity and reserve equities in the manner specified by aresolution of the General Meeting of Shareholders. (S) 36The Bank shall conduct accounting on the basis of the plan of accounts and in accordance with the binding legalregulations.The organization and method of accounting shall be determined by the Management Board of the Bank. (S) 37Financial year shall be equivalent to the calendar year. VII. INTERNAL CONTROL (S) 381. The Internal Control System of the Bank shall include all regulations, procedures and organizational structures which - acting together - aim to ensure: 1) compliance with the strategy of the Bank, 2) effectiveness and efficiency of procedures, 3) protection of assets, 4) prevention of losses and errors, 5) security, stability and effectiveness of operations, 6) reliability and completeness of accounting and management information, 7) compliance of transactions with generally binding provisions of law, supervisory rules and internal policies, plans, regulations and procedures, and 8) support of the decision-making process.2. The Internal Control System shall involve - in different roles - authorities of the Bank, individual units and organizational cells of the Bank, in particular being part of the Organization Division, as well as all employees of the Bank, and consists of the following types of control: 1) Line (including Functional) Control, 2) Risk Management (including Functional) Control, and 3) Internal Audit (Institutional Control).3. The purpose of Functional Control shall be assurance of conformity of activities of the Bank with procedures, limits and provisions, reaction to shortcomings and failures and monitoring of the implementation of the given recommendation. This control is carried out by each employee within the scope, quality and correctness of his/her activities; and, additionally, by his/her supervisors and people co-operating therewith.4. The purpose of the Line Control shall be assurance of correctness of operations. This control is carried out by the units of the Bank themselves (i.e. self and hierarchical control) and incorporated in procedures.5. The purpose of the Risk Management Control shall be defining risk measurement methods, verifying observance of assigned limits, and controlling consistency of operations of Units with assigned risk return rate. This control shall be carried out by units other than units directly involved in the management of the given process and independent from any business activity.6. The purpose of the Internal Audit (the Institutional Control) shall be the examination, assessment and recommendation of improvements to actual procedures and mechanisms of the Internal Control System and assessment of violations to rules and procedures. It is performed in an objective and independent manner by the Internal Audit unit, which is subordinated directly to the President of the Management Board. This unit also submits reports to the Supervisory Board.7. The following authorities of the Bank shall be involved in the Internal Control System: 1) the Management Board - responsible for designing, implementing and operating the Internal Control System, adjusted to size and profile of the risk related to the operations of the Bank, 2) the Supervisory Board - exercising supervision over the Internal Control System and assessing its adequacy and effectiveness through the Audit Committee and the Internal Audit. 8. The President of the Management Board of the Bank shall issue in the form of the order the by-laws of internal control. VIII. FINAL PROVISIONS (S) 39In case of liquidation of the Bank, the General Meeting of Shareholders at the request of the Supervisory Board shallappoint one or more liquidators and determine the method of carrying out the liquidation. (S) 40Obligatory notices, including notices on convening the General Meeting of Shareholders shall be published by theManagement Board of the Bank in the "Court and Business Monitor". The financial report shall be published in the official journal: Dziennik Urzedowy Rzeczypospolitej Polskiej "MonitorPolski B". (S) 2.The resolution comes into force on a date of entry into the Domestic CourtRegister of the amendments to the Statute of the Bank introduced by theresolution no. 4 of the Extraordinary General Meeting of Bank Polska Kasa OpiekiS.A. dated 10th March 2006. Justification of the resolution of the General Meeting of Bank Polska KasaOpieki S.A. on establishing the uniform text of the Bank's Statute. Establishing the uniform text of the Statute of the Bank which includes allamendments made to the Statute is justified by the necessity to file such textwith the registry court together with the motion for registration of theamendments to the Statute of the Bank. The above presented uniform text of the Bank's Statute includes the change ofwording of (S) 27 sect. 1 resulting from adopting by the Management Board theresolution dated 14 February 2006 concerning the amount of the statutory capitaltaken up and specifying the amount of the statutory capital in the Statute ofthe Bank in connection with issuing by the Bank 191 924 Series F shares, issuedon the basis of Resolution No 7 of the Extraordinary General Meeting ofShareholders of Bank Polska Kasa Opieki Spolka Akcyjna dated 25 July 2003 onthe Contingent Increase of the Statutory Capital, on the Exclusion of thePre-emptive Right of Series F and G shares of the Bank and the amendment to theStatute of the Bank. The Management Board informs that Extraordinary General Meeting of Bank PolskaKasa Opieki S.A. on 10th March 2006 considered all points covered by the agendaof the Meeting. There were no objections submitted to the minutes from thisMeeting. Legal base: Section 39 subsection 1 p. 5 Ordinance of Council of Ministers This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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