26th Apr 2006 10:22
Bank Pekao SA26 April 2006 UNOFFICIAL TRANSLATION (25th April 2006) Report 59/2006: Drafts of resolutions of the Ordinary General Meeting of BankPolska Kasa Opieki S.A. on 4th May 2006 The Management Board of Bank Polska Kasa Opieki S.A. decided to present to theOrdinary General Meeting of the Bank the following drafts of the resolutions: Resolution No. of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on election of Chairman of the Ordinary General Meeting The Ordinary General Meeting appoints Mr. .............. as Chairman of today'sMeeting. Resolution No. of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on election of the Ballot Counting Commission The Ordinary General Meeting appoints the following members of the BallotCounting Commission: ..................................... Resolution No. of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on adoption of the agenda The Ordinary General Meeting adopts the agenda in the wording published inJudicial and Economic Journal No. 72 on 11th April 2006. Resolution No. of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving report of the Management Board on the activity of Bank Polska Kasa Opieki S.A. in 2005 Acting in accordance with Art. 393 p.1 and Art. 395 section 2 p.1 of Code of theCommercial Companies and pursuant to section 13 p.1 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Section 1. The report of the Management Board on the activity of Bank PolskaKasa Opieki S.A. for 2005 is hereby approved. Section 2. The Resolution is enacted upon its adoption. Resolution No. of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the financial report of Bank Polska Kasa Opieki S.A. for 2005 Acting in accordance with Art. 393 p.1 and Art. 395 section 2 p.1 of Code of theCommercial Companies and section 13 p.1 of the Bank's Statute, the OrdinaryGeneral Meeting resolved as follows: Section 1. The financial report of Bank Polska Kasa Opieki S.A. for 2005 ishereby approved, with the following figures: a) the balance sheet as at 31st December 2005 showing on the assets andliabilities side the total of PLN 61.445.212.271,64 (say: sixty one billion fourhundred forty five million two hundred twelve thousand two hundred seventy one64/100 PLN), b) the profit and loss account for the financial year from 1st Januaryuntil 31st December 2005 showing a net profit of 1.439.416.187,57 PLN (say: onebillion four hundred thirty nine million four hundred sixteen thousand onehundred eighty seven 57/100 PLN), c) the cash flow statement for the financial year from 1st January until31st December 2005 with a net cash inflow by 911.765 thousand PLN (say: ninehundred eleven million seven hundred sixty five thousand PLN), d) the statement of changes in shareholders' equity for the period from 1stJanuary until 31st December 2005 with an increase in shareholders' equityamounting to 492.622 thousand PLN (say: four hundred ninety two million sixhundred twenty two thousand PLN), e) notes to the financial reports. Section 2. The Resolution is enacted upon its adoption. Resolution No. of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving report of the Management Board on the activity of Bank Polska Kasa Opieki S.A. Capital Group in 2005 Acting in accordance with Art. 395 section 5 of Code of the Commercial Companiesand section 13 point 5 of the Bank's Statute, the Ordinary General Meetingresolved as follows: Section 1. The report of the Management Board on the activity of Bank PolskaKasa Opieki S.A. Capital Group for 2005 is hereby approved. Section 2. The Resolution is enacted upon its adoption. Resolution No. of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the consolidated financial report of Bank Polska Kasa Opieki S.A. Capital Group for 2005 Acting in accordance with Art. 395 section 5 of Code of the Commercial Companiesand Section 13 point 5 of the Bank's Statute, the Ordinary General Meeting resolvedas follows: Section 1. The consolidated financial report of Bank Polska Kasa Opieki S.A.Capital Group for 2005 is hereby approved, with the following figures: a) the consolidated balance sheet as at 31st December 2005 showing on theassets and liabilities side the total of PLN 61.971.956.139,67 (say: sixty onebillion nine hundred seventy one million nine hundred fifty six thousand onehundred thirty nine 67/100 PLN), b) the consolidated profit and loss account for the financial year from1st January until 31st December 2005 showing a net profit of 1.534.851.975,94PLN (say: one billion five hundred thirty four million eight hundred fifty onethousand nine hundred seventy five 94/100 PLN), c) the consolidated cash flow statement for the financial year from 1stJanuary until 31st December 2005 with a net cash inflow by 390.795 thousand PLN(say: three hundred ninety million seven hundred ninety five thousand PLN), d) the consolidated statement of changes in shareholders' equity for theperiod from 1st January until 31st December 2005 with an increase inshareholders' equity amounting to 591.705 thousand PLN (say: five hundred ninetyone million seven hundred five thousand PLN), e) notes to the consolidated financial report. Section 2. The Resolution is enacted upon its adoption. Resolution No. of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on the distribution of net profit of Bank Polska Kasa Opieki S.A. for 2005 Acting in accordance with Art. 395 section 2 point 2 of Code of the CommercialCompanies and section 13 point 2 of the Statute of Bank Pekao S.A., the OrdinaryGeneral Meeting taking into account: a) an amount of the current and projected levels of the kinds of risk ofthe conducted activity resulting from the capital requirements, b) current levels of the core capital (6 120,8 mln PLN) and solvency ratio(17,95%) guaranteeing the stable and safe functioning of the Bank, c) the conducted by the Bank policy of increase nominal value per share(according to the Management Board's motion the amount of dividend per sharei.e. 7,40 PLN is higher by 15,6% than the amount paid for 2004), d) the positive opinion of the Supervisory Board on the Management Board'smotion on the distribution of the net profit of the Bank for 2005,resolved as follows: Section 1. The net profit of Bank Polska Kasa Opieki S.A. for 2005 in the amountof 1.439.416.187,57 PLN (say: one billion four hundred thirty nine million fourhundred sixteen thousand one hundred eighty seven 57/100 PLN) is distributed insuch way that: a) 1.234.381.101,80 PLN (say: one billion two hundred thirty four millionthree hundred eighty one thousand one hundred one 80/100 PLN) is allocated todividend i.e. 7,40 PLN for one share of the Bank, b) 135.035.085,77 PLN (say: one hundred thirty five million thirty fivethousand eighty five 77/100 PLN) is allocated to the reserve equities, c) 70.000.000,00 PLN (say: seventy million PLN) is allocated to the generalrisk fund for unidentified risk of the bank activity.Section 2. The date of determining the right to dividend is set on 19th May2006. Section 3. The date of paying out the dividend is set on 2nd June 2006. Section 4.The Resolution is enacted upon its adoption. Justification of the resolution of the Ordinary General Meeting of Bank PolskaKasa Opieki Spolka Akcyjna on the distribution of net profit of Bank Polska Kasa Opieki S.A. for 2005 Presenting the motion regarding the 2005 net profit distribution, the ManagementBoard has took into account the following factors: - an amount of the current and projected levels of the kinds of risk ofthe conducted activity resulting from the capital requirements, - current levels of the core capital (6 120,8 mln PLN) and solvency ratio(17,95%) guaranteeing the stable and safe functioning of the Bank, - the policy of increasing nominal value per share. The proposed amountof dividend per share i.e. 7,40 PLN is higher by 15,6% than the amount paid for2004. The Management Board proposes not to earmark any funds for obligatory reserveequity as an obligatory level of that capital, specified in the requirements ofsection 28 of the Bank's Statute, has been achieved. Resolution No. of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on the distribution of undistributed result of previous years results resulting from changes in accounting principles in 2002 and 2005 Acting in accordance with Art. 395 section 2 point 2 of Code of the CommercialCompanies and section 13 point 2 of the Statute of Bank Pekao S.A., the OrdinaryGeneral Meeting resolved as follows: Section 1. The undistributed result of Bank Polska Kasa Opieki S.A. of previousyears results resulting from changes in accounting principles in 2002 and 2005in the total amount of 67.363.211,15 PLN (say: sixty seven million three hundredsixty three thousand two hundred eleven 15/100 PLN) is allocated to the reserveequities. Section 2. The Resolution is enacted upon its adoption. Justification of the resolution of the Ordinary General Meeting of Bank PolskaKasa Opieki Spolka Akcyjna on the distribution of undistributed result ofprevious years results resulting from changes in accounting principles in 2002and 2005 Pursuant to the changes in accounting principles in 2002 and 2005 the financialstatements include undistributed result of previous years in the total amount of67.363.211,15 PLN. The Management Board proposes to assign this result to the reserve equities. Resolution No. of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the report on the activity ofthe Supervisory Board of Bank Polska Kasa Opieki S.A. in 2005 Acting in accordance with to section 13 p. 3 of the Bank's Statute, the OrdinaryGeneral Meeting resolved as follows: Section 1. The report of the Supervisory Board of Bank Pekao S.A. on itsactivities in 2005 and results of review of the reports on activity of the Bankand the Capital Group in 2005, the Bank's and the Capital Group financialstatements for 2005 as well as the Management Board's motion on net profitdistribution for 2005 is hereby approved. Section 2. The Resolution is enacted upon its adoption. Report of the Supervisory Board of Bank Polska Kasa Opieki S.A. on itsactivities in 2005, the results of review of the reports on activity of the Bankand the Capital Group in 2005, the Bank's and the Capital Group's financialstatements for 2005 and the Management Board's motion on net profit distributionfor 2005. I. The composition and organisation of work of the Supervisory Board in 2005 In the period from 1 January to 19 January 2005, the Supervisory Board wascomposed of the following persons:Alessandro Profumo - Chairman,Paolo Fiorentino - Deputy Chairman, Secretary of the Board,Jerzy Woznicki - Deputy Chairman,Members:Pawel Dangel,Fausto Galmarini,Oliver Greene,Enrico Pavoni,Leszek Pawlowicz,Jerzy Starak. As a result of resignation of Mr A.Profumo from the position of Chairman andMember of the Supervisory Board as of 19 January 2005, the Extraordinary GeneralMeeting of the Bank, on 20 January 2005, supplemented the composition of theBoard appointing Mr Andrea Moneta as Member of the Supervisory Board. On thesame day, the Supervisory Board appointed Mr Jerzy Woznicki to the position ofChairman and Mr Andrea Moneta as Deputy Chairman of the Board. The Supervisory Board thanked Mr A.Profumo for many years of co-operationemphasising that he was the excellent Chairman of the Board who always, in spiteof performing many other responsible functions, devoted much attention to theBank and he shared his knowledge and professional experience. As from 20 January 2005, the composition of the Supervisory Board was thefollowing:Jerzy Woznicki - Chairman,Paolo Fiorentino - Deputy Chairman and Secretary of the Board,Andrea Moneta - Deputy Chairman,Members:Pawel Dangel,Fausto Galmarini,Oliver Greene,Enrico Pavoni,Leszek Pawlowicz,Jerzy Starak. The Supervisory Board exercised continuous supervision of the bank's activitiesin accordance with the rights and obligations set forth in the Code ofCommercial Companies and Statute of the Bank. In 2005, the Supervisory Board held 11 meetings, considered 82 pieces ofinformation, analyses and motions and adopted 36 resolutions. The Supervisory Board performed its tasks debating at meetings as well asthrough its members in problem teams. In 2005 the following teams of the Supervisory Board continued their activity: - the Team for Audit,- the Team for Remuneration,- the Team for Finance,- the Team for Credit-Deposit and Investment Activity (dissolved on 1 June 2005). II. The activities of the Supervisory Board In 2005, the activity of the Supervisory Board focused both on strategic issuesrelated to accomplishment of objectives set out in the strategic plan of BankPekao S.A. and Pekao S.A. Group for 2005-2007 and in the financial plan for 2005- as well as on the issues connected with supervision of the Bank's currentoperations. The Supervisory Board analysed on a regular basis the Bank's financialperformance, the results of sale in the area of products being key to growth ofthe Bank's results, i.e. mortgage loans, investment funds and bank cards,quality of assets as well as the level of risk and security of the Bank.The Supervisory Board supervised the process of risks management at the Bankratifying the Bank's credit risk policy for 2005 as well as the investmentpolicy and the assets and liabilities management policy of the Bank for 2005that had been adopted by the Management Board. There were analysed with duediligence the quarterly reports on financial risk management and on creditportfolio with particular focus on big exposures, volume, structure and qualityof loans as well results of loan workout and restructuring actions. The Boardalso considered the report on operational risk management at the Bank. Performing its statutory duties, the Board analysed and assessed the motions andreports addressed by the Management Board to the General Meeting. The Board alsorecommended to the General Meeting adoption of resolutions on selecting thecompany KPMG as the Bank's auditor for the years 2005-2006 and preparing thefinancial statements of the Bank in accordance with the International AccountingStandards. The Board also issued opinions on quarterly and semi-annual consolidatedfinancial statements of the Capital Group of Bank Pekao S.A. prepared inaccordance with the International Standards of Financial Reporting. The Board's interest was focused also on works concerning IT projectsimplemented at the Bank. This refers in particular to the projects ofoutsourcing IT services including mainframe environment, management informationsystem and cards processing. The Supervisory Board supported the adopted by theManagement Board strategy of outsourcing of IT services taking into accountreduction of risk and increase of security of information systems as well as theexisting technological conditions. The Board also performed an in-depth analysis of other areas and fields of theBank's activity, including in particular such areas as: - position of the Bank viewed against the background of the banking sector,- macroeconomic conditions and the Bank's environment,- key projects implemented at the Bank,- relations with investors and analysts,- activity of subsidiaries and sale of shares in some entities,- assessment of satisfaction of the Bank's clients in terms of quality of service and product offer,- directions for development of the human resources management area at the Bank,- activity of particular teams of the Board. The Supervisory Board also changed the Rules of Procedure of the SupervisoryBoard in order to adjust their contents to requirements set forth in the "GoodPractices in Public Companies 2005". The Board watched the Bank's activity and methods of communication with themarket attaching much importance to transparent and consistent activity of theManagement Board in the area in question - coherent with the information policyof the UniCredito Italiano Group. This resulted in a high price of the Bank'sshares, very high assessment of the Bank's financial credibility in agencyratings as well as positive evaluation on the part of investors and analysts whoperceive the Bank as the investment of high quality with strong management andclear strategy. III. The assessment of reports submitted by the Management Board on activitiesof the Bank and the Capital Group in 2005, the Bank's and the Capital Group'sfinancial statements for 2005 as well as the Management Board's motion regardingnet profit distribution for 2005. The Supervisory Board of Bank Pekao SA, acting pursuant to art. 382 section 3 ofthe Code of Commercial Companies and fulfilling its statutory duties, assessedthe reports on activity of the Management Board and the Capital Group in 2005 aswell as the Bank's and Capital Group's financial statements for 2005 for theircompliance with accounting books, documentation and factual state. Following the review, the Supervisory Board issues a positive opinion on theachieved results and recommends that the General Meeting should adoptresolutions approving those statements. Formulating this recommendation, the Supervisory Board took into account thefact that the Bank generated the highest ever net income of PLN 1,439 million,consolidated net income of Bank Pekao S.A. Group amounted to PLN 1,535 million,Bank's return on equity (ROE) grew to 18,2% and consolidated ROE - to 19,2%,while the revenue growth, combined with continued cost control, translated intoa 20% increase in operating income of the Bank. The 10,5% growth of the Bank'snet interest income demonstrates that the favourable trend was upheld in 2005.The Bank's total income rose by 9%, whereas the cost/income ratio dropped to52.3%. The Supervisory Board assessed the Management Board's motion regardingdistribution of net profit for 2005. Taking into account: a) an amount of the current and projected levels of the kinds of risk ofthe conducted activity resulting from the capital requirements, b) current levels of the core capital (6 120,8 mln PLN) and solvency ratio(17,95%) guaranteeing the stable and safe functioning of the Bank, c) the conducted by the Bank policy of increase nominal value per share(according to the Management Board's motion the amount of dividend per sharei.e. 7,40 PLN is higher by 15,6% than the amount paid for 2004),the Supervisory Board decided to recommend to the General Meeting to distributethe net profit in the amount of 1.439.416.187,57 PLN in such way that:- 1.234.381.101,80 PLN is allocated to dividend i.e. 7,40 PLN for one share,- 135.035.085,77 PLN is allocated to reserve equities,- 70.000.000,00 PLN is allocated to the general risk fund forunidentified risk of the bank activity.The Supervisory Board also assessed the Management Board's motion regarding thedistribution of undistributed result of previous years results resulting fromchanges in accounting principles in 2002 and 2005 in total amount of67.363.211,15 PLN and recommends to the General Meeting to allocate this resultto the reserve equities. When assessing the Management Board, the Supervisory Board took into account,inter alia: (a) very good financial results, (b) strengthening of the Bank'ssecurity, (c) strong competitive position of the Bank, (d) increase ofeffectiveness of operating activity, (e) considerable reduction of credit riskcosts, (f) good financial performance of subsidiaries, (g) tight costs control,(h) effective financial risk management, (i) systematic implementation ofprocedures enhancing and simplifying the credit process and (j) implementationof new projects aimed to improve risks control and increase businesseffectiveness. The Bank has the very strong ground to take a full advantage of the forecastedacceleration of economic growth in 2006. The potential worked out by the Bank in2005, favourable market trends as well as such elements strengthening thecompetitive position of the Bank as: (i) big customer base, (ii) strong andprofessional Management Board, (iii) extensive and effective network ofbranches, (iv) skilful costs management, and (v) effective management of creditrisk - will allow to achieve in 2006 a further growth of income and the keyeffectiveness ratios. In the assessment of the Supervisory Board, the managerial skills of theManagement Board, confirmed by achievements in 2005, provide a basis to expectthe good commercial and financial results also in 2006. Taking into account the above, the Supervisory Board, pursuant to art. 395section 2 p. 3 of the Code of Commercial Companies, recommends that the GeneralMeeting should approve the duties performed by the following members of theBank's Management Board: Jan Krzysztof Bielecki, Luigi Lovaglio, Sabina Olton,Przemyslaw Figarski, Irene Grzybowski, Paolo Iannone, Christopher Kosmider andMarian Wazynski as well as the following members of the Supervisory Board: JerzyWoznicki, Paolo Fiorentino, Pawel Dangel, Fausto Galmarini, Oliver Greene,Enrico Pavoni, Leszek Pawlowicz and Jerzy Starak - in the year 2005, AlessandroProfumo from 1 January to 19 January 2005 and Andrea Moneta from 20 January to31 December 2005. Supervisory Board's Assessment of the Standing of Bank Polska Kasa Opieki S.A.in 2005 In the assessment of the Supervisory Board of Bank Polska Kasa Opieki S.A. theresults achieved by the Bank in 2005 were very good. The Bank generated thehighest ever net income of PLN 1,439 million, consolidated net income of BankPekao S.A. Group amounted to PLN 1,535 million, Bank's return on equity (ROE)grew to 18,2% and consolidated ROE - to 19,2%, while the revenue growth,combined with continued cost control, translated into a 20% increase inoperating income of the Bank. The 10,5% growth of the Bank's net interest incomedemonstrates that the favourable trend was upheld in 2005. The Bank's totalincome rose by 9%, whereas the cost/income ratio dropped to 52.3%. The Bank's performance confirms beyond doubt that the business strategy adoptedby the Bank's Management Board has been appropriate. This is evidencedparticularly by stronger sales of products that were key to growth of the Bank'sresults, such as consumer loans, mortgage loans, investment funds and cards. Theloan portfolio expanded by 12% despite the fact that the Bank does not offerforeign currency mortgage loans. At the same time, the savings customers ofGroup's customers grew by 16%, due primarily to investment funds and corporatedeposits. In the opinion of the Supervisory Board, the economic and financial standing ofPolska Kasa Opieki S.A. is sound, and the safety of customers' deposits is noway threatened. The Bank meets all safety and capital adequacy standards. TheSupervisory Board oversees the risk management process, examining the periodicreports submitted by the Management Board. The activities undertaken by the Bankin this area have been positively assessed. The Bank's credit risk policy is found to be prudent, while changes made in thecredit process are driven by risk reduction and safety improvement. The Supervisory Board has favourably assessed the effects of Bank's activitiesin the area of risk management and implementation of strategic projects key todevelopment of the Bank's business. The Bank is currently implementing a number of projects aimed at improving riskcontrol, promoting business efficiency and product cost efficiency. It is worthemphasising that the Murex IT system recently implemented at the Bank isreputedly the best system used in managing financial risk and supportingderivative instruments. In the Supervisory Board's opinion, the Bank is well placed to fully benefitfrom the economic acceleration forecast for 2006. The potential accumulated bythe Bank in 2005, coupled with the favourable market trends and the followingelements strengthening its competitive advantage: (i) substantial customer base,(ii) strong and well-qualified Management, (iii) wide and efficient branchnetwork, (iv) competent cost management, and (v) effective credit riskmanagement, will all lead to further growth of the Bank's income and keyefficiency ratios. The Bank intends to achieve these goals through (i) sale ofmortgage loans drawing on the experience gained in 2005 and using the potentialshift in market demand towards products denominated in the Polish zloty, (ii)continued active sale of consumer loans, (iii) loans for small and medium-sizedbusinesses, (iv) further increase in investment fund sales, (v) development ofcard products, and (vi) development of transactional services and risk hedgingproducts. The Supervisory Board will support the Bank's Management Board in pursuing theabove objectives. In conclusion, the Supervisory Board views the Bank's standing as verysatisfying. This assessment is based on the following premises: (a) very goodfinancial results, (b) strengthening of the Bank's safety, (c) Bank's strongcompetitive position, (d) enhanced operating efficiency, (e) considerablereduction of credit risk costs, (f) solid financial performance of thesubsidiaries, (g) strict cost control, (h) effective financial risk management,(i) consistent implementation of the procedures aimed at streamlining andfacilitating the credit process, and (j) implementation of new projects aimed atimproving risk control and business efficiency. The Supervisory Board believes that the management skills demonstrated by theBank's Management Board, together with the high qualifications of its staff,attested to by the Bank's performance in 2005, offer grounds for a positiveoutlook as regards the 2006 commercial and financial results. Resolution No. of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Members of the Supervisory Board of Bank Polska Kasa Opieki S.A. in 2005 Acting in accordance with Art. 393 p. 1 and Art. 395 section 2 p. 3 of Code ofthe Commercial Companies and pursuant to section 13 p. 4 of the Bank's Statute,the Ordinary General Meeting resolved as follows: Section 1. 1. Jerzy Woznicki - till 19 January 2005 Deputy Chairman and from 20thJanuary 2005 Chairman of the Supervisory Board, Paolo Fiorentino DeputyChairman, Secretary of the Superpvisory and Members of the Supervisory Board:Pawel Dangel, Fausto Galmarini, Oliver Greene, Enrico Pavoni, Leszek Pawlowiczand Jerzy Starak hereby receive approval of their duties performed in the periodfrom 1st January till 31st December 2005. 2. Alessandro Profumo, Chairman of the Supervisory Board herebyreceives approval of his duties performed in the period from 1st January till19th January 2005. 3. Andrea Moneta, Deputy Chairman of the Supervisory Board herebyreceives approval of his duties performed in the period from 20th January till31st December 2005. Section 2. The Resolution is enacted upon its adoption. Resolution No. of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by the Members of the Management Board of Bank Polska Kasa Opieki S.A. in 2005 Acting in accordance with Art. 393 p.1 and Art. 395 section 2 p.3 of Code theCommercial Companies and pursuant to section 13 p. 4 of the Bank's Statute, theGeneral Meeting resolved as follows: Section 1. The following Members of the Management Board hereby receive approval of theirduties performed in the period from 1st January till 31st December 2005: JanKrzysztof Bielecki, President of the Management Board, CEO, Luigi Lovaglio, VicePresident of the Management Board, COO, Sabina Olton Vice President, ChiefAccountant of the Bank and Przemyslaw Figarski, Irene Grzybowski, Paolo Iannone,Christopher Kosmider and Marian Wazynski - Members of the Management Board. Section 2. The Resolution is enacted upon its adoption. Resolution No. of the General Meeting of Bank Polska Kasa Opieki Spolka Akcyjnaon appointing the Members of the Supervisory Board for new common term of office Acting in accordance with Art. 385 section 1 of Code the Commercial Companiesand pursuant to section 13 p. 14 of the Bank's Statute, the General Meetingresolved as follows: Section 1. The following Members of the Supervisory Board are hereby appointed, in theseparate votings, for the period of common term of office of the SupervisoryBoard, lasting three years, which will began on 5th May 2006:................................................................................ Section 2. The Resolution is enacted upon its adoption. Justification of the resolution of the Ordinary General Meeting of Bank PolskaKasa Opieki Spolka Akcyjna on appointing the Members of the Supervisory Boardfor new common term of office On the date of holding of the Ordinary General Meeting of Bank Pekao S.A. on 4May 2006 the mandates of members of the Supervisory Board shall expire as aresult of expiration of common term of office of the members of the Board,lasting three years. Legal base: Section 39 subsection 1 clause 3 Ordinance of Minister of Finance This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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