Result of AGM

25th Apr 2008 07:00

Bank Pekao SA24 April 2008 UNOFFICIAL TRANSLATION (April 24, 2008) Report 54/2008: Resolutions adopted by the Ordinary General Meeting of BankPolska Kasa Opieki S.A. on 23rd April 2008 The Management Board of Bank Polska Kasa Opieki S.A. presents the resolutionsadopted by to the Ordinary General Meeting of the Bank on 23rd April 2008: Resolution No. 1 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. Andrzej Leganowicz as Chairman oftoday's Meeting. Resolution No. 2 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on election of the Voting Commission The Ordinary General Meeting appoints the following members of the VotingCommission: 1. Mrs. Lucyna Haczewska, 2. Mrs. Ewa Rucinska, 3. Mr. Tomasz Dubiel. Resolution No. 3 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. 64/2008 (2913) dated 1st April 2008. Resolution No. 4 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 2007 Acting in accordance with Art. 393 p.1 and Art. 395 Par. 2 p.1 of Code of theCommercial Companies and pursuant to Par. 13 p.1 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. The report of the Management Board on the activity of Bank Polska KasaOpieki S.A. for 2007 is hereby approved. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Michel Marbot, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No. 5 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the financial statements of Bank Polska Kasa Opieki S.A. for 2007 Acting in accordance with Art. 393 p.1 and Art. 395 Par. 2 p.1 of Code of theCommercial Companies and Par. 13 p.1 of the Bank's Statute, the Ordinary GeneralMeeting resolved as follows: Par. 1. The financial statements of Bank Polska Kasa Opieki S.A. for 2007 ishereby approved, with the following figures: a) the balance sheet as at 31st December 2007 showing on the assets andliabilities side the total of PLN 119,568,556,006.40 (say: one hundred nineteenbillion five hundred sixty eight million five hundred fifty six thousand six 40/100 PLN), b) the profit and loss account for the financial year from 1st Januaryuntil 31st December 2007 showing a net profit of 2,006,599,947.60 PLN (say: twobillion six million five hundred ninety nine thousand nine hundred forty seven60/100 PLN), c) the statement of changes in equity for the period from 1st January until31st December 2007 with an increase in equity amounting to 5 758 219 thousandPLN (say: five billion seven hundred fifty eight million two hundred nineteenthousand PLN), d) the cash flow statement for the financial year from 1st January until31st December 2007 with a net cash inflow by 6 236 793 thousand PLN (say: sixbillion two hundred thirty six million seven hundred ninety three thousand PLN), e) explanatory notes to the financial statements. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Michel Marbot, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No.6 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 2007 Acting in accordance with Art. 395 Par. 5 of Code of the Commercial Companiesand Par. 13 point 5 of the Bank's Statute, the Ordinary General Meeting resolvedas follows: Par. 1. The report of the Management Board on the activity of Bank Polska KasaOpieki S.A. Capital Group for 2007 is hereby approved. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Michel Marbot, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No. 7 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the consolidated financial statements of Bank Polska Kasa Opieki S.A. Capital Group for 2007 Acting in accordance with Art. 395 Par. 5 of Code of the Commercial CompaniesandPar. 13 point 5 of the Bank's Statute, the Ordinary General Meeting resolved asfollows: Par. 1. The consolidated financial statements of Bank Polska Kasa Opieki S.A.Capital Group for 2007 is hereby approved, with the following figures: a) the consolidated balance sheet as at 31st December 2007 showing on theassets and liabilities side the total of PLN 124,096,151,144.32 (say: onehundred twenty four billion ninety six million one hundred fifty one thousandone hundred forty four 32/100 PLN), b) the consolidated profit and loss account for the financial year from1st January until 31st December 2007 showing a net profit of 2,162,476,080.23PLN (say: two billion one hundred sixty two million four hundred seventy sixthousand eighty 23/100 PLN), c) the consolidated statement of changes in equity for the period from 1stJanuary until 31st December 2007 with an increase in equity amounting to 5 854668 thousand PLN (say: five billion eight hundred fifty four million six hundredsixty eight thousand PLN), d) the consolidated cash flow statement for the financial year from 1stJanuary until 31st December 2007 with a net cash inflow by 5 624 978 thousandPLN (say: five billion six hundred twenty four million nine hundred seventyeight thousand PLN), e) explanatory notes to the consolidated financial statements. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Michel Marbot, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Ms. Anna Labus, Shareholder, declared that she voted against the resolution andhe demanded to include his objection to this resolution in the minutes. Resolution No. 10 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 2007 and allocation of the part of funds from reserve equities to dividend payment Acting in accordance with Art. 395 Par. 2 point 2, Art. 348 Par. 1 and Art. 396Par. 5 of Code of the Commercial Companies, Par. 13 point 2 and 6 and Par. 30section 3 and 4 of the Statute of Bank Pekao S.A., the Ordinary General Meetingtaking into account: a) the current level of the Bank's core capital (11,097,986,910.76 PLN) andcapital adequacy ratio according to Basel I (11,13%) as of 31st December 2007which provide for the stable and secure functioning of the Bank, b) the projected level of risk resulting from the capital requirementsaccording to New Capital Accord (Basel II), c) the policy of increasing the nominal value dividend per share, d) the positive opinion of the Supervisory Board on the Management Board'smotion on the distribution of the net profit of the Bank for 2007 and allocationof the part of funds from reserve equities to dividend payment, resolved as follows: Par. 1. The net profit of Bank Polska Kasa Opieki S.A. for 2007 in the amount of2,006,599,947.60 PLN (say: two billion six million five hundred ninety ninethousand nine hundred forty seven 60/100 PLN) is distributed in such way that: a) 74% of the net profit of the Bank for 2007 i.e. the amount1,484,883,961.22 PLN (say: one billion four hundred eighty four million eighthundred eighty three thousand nine hundred sixty one 22/100 PLN) is allocated todividend, b) the remaining amount of the net profit of the Bank for 2007 afterallocation to dividend i.e. 521,715,986.38 PLN (say: five hundred twenty onemillion seven hundred fifteen thousand nine hundred eighty six 38/100 PLN) isallocated to reserve equities. Par. 2. The part of funds from reserve equities amounting to 1,032,357,277.18PLN (say: one billion thirty two million three hundred fifty seven thousand twohundred seventy seven 18/100 PLN) is allocated to dividend. Par. 3. Total amount of dividend amounts to 2,517,241,238.40 PLN (say: twobillion five hundred seventeen million two hundred forty one thousand twohundred thirty eight 40/100 PLN) i.e. 9,60 PLN for one share of the Bank. Par. 4. The date of determining the right to dividend is set on 15th May 2008. Par. 5. The date of paying out the dividend is set on 3rd June 2008. Par. 6. 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 KasaOpieki S.A. for 2007 and allocation of the part of funds from reserve equities to dividend payment In presenting the motion regarding the distribution of the statutory net profitand part of the reserve capital as dividend for the 2007 year, the ManagementBoard has considered the following : - the current level of the Bank's core capital (PLN 11 097 986 910.76) andcapital adequacy ratio according to Basel I (11.13%) as of December 31, 2007which provide for the continued stable and secure functioning of the Bank. - the projected level of risk resulting from the capital requirementsaccording to the New Capital Agreement (Basel II). - the policy of increasing the nominal value of dividend per share. In determining the 2007 dividend amount The Management Board took into accountthe number of shares eligible - after the merger of Bank Pekao S.A. with theseparated part of Bank BPH S.A. hereinafter called as "Pekao 285" - for dividendpaid out starting from 1 January 2008. As such, the amount of dividend paymentto be proposed was assessed in consideration of the combined results generatedin 2007 by both Bank Pekao S.A. and Pekao 285 operating under the structure ofBank BPH until the spin off. On this basis, Management Board proposes a reduced dividend payout ratio of 74%of the Combined Bank's net profit and 71% of the Combined Group's net profitcompared to 87% of the Bank's and 84% Group net profit for 2006 which takes intoconsideration the integration of Bank Pekao S.A. with the part of Bank BPH S.A.and changes to the Basel II capital accord. The proposed amount of dividend per share is therefore PLN 9.60 and is 6.7%higher than the amount paid in respective of 2006. The Management Board of the Bank is convinced that the dividend proposal willhave no impact on its continued successful operation and for the furtherdevelopment of its business activities in 2008. The Management Board of Bank Pekao S.A. therefore proposes a dividend paymentamounting to PLN 2 517 241 238.40, which will be distributed as: 1) 74 % of the statutory net profit of the Bank which amounts to PLN 1484 883 961.22 . The difference between this amount and the whole amount of netprofit (PLN 2 006 599 947.60) equals to PLN 521 715 986.38 which is proposed tobe allocated to reserve equities. 2) part of the reserve equities amounting to PLN 1 032 357 277.18. Thisreflects 74% of the net profit generated by Pekao 285 in 2007 prior to themerger with Bank Pekao S.A. In view of the fact that the Ordinary General Meeting is obliged, pursuant toLaw regulations, to set the dividend date and the date of the dividend payment,the Management Board of Bank Pekao S.A. proposes to set the dividend day on 15thMay 2008 and the date of the dividend payment on 3rd June 2008. The Supervisory Board gave the positive opinion on the motion of the ManagementBoard on the distribution of net profit of Bank Polska Kasa Opieki S.A. for 2007and allocation of the part of funds from reserve equities to dividend payment. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Michel Marbot, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Ignacy Bednorz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No.11 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the report on the activity of the Supervisory Board of Bank Polska Kasa Opieki S.A. in 2007 Acting in accordance with to Par. 13 p. 3 of the Bank's Statute, the OrdinaryGeneral Meeting resolved as follows: Par. 1. The report of the Supervisory Board of Bank Pekao S.A. on its activityin 2007, results of performed assessment of: reports on activities of the Bankand the Capital Group in 2007, financial statements of the Bank and the CapitalGroup for 2007 and the motion of the Management Board concerning distribution ofnet profit for 2007 and allocation of the part of funds from reserve equities todividend payment is hereby approved. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Michel Marbot, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Enclosures Report on activity of the Supervisory Board of Bank Polska Kasa Opieki S.A. in2007, results of performed assessment of: reports on activities of the Bank andthe Capital Group in 2007, financial statements of the Bank and the CapitalGroup for 2007 and the motion of the Management Board concerning distribution ofnet profit for 2007 and allocation of the part of funds from reserve equities todividend payment I. Composition and organisation of work of the Supervisory Board in 2007 In the period from 1 January to 24 July 2007 the Supervisory Board was composedof: Jerzy Woznicki - Chairman, Paolo Fiorentino - Deputy Chairman, Secretary of the Board, Andrea Moneta - Deputy Chairman, Members: Pawel Dangel, Fausto Galmarini, Oliver Greene, Enrico Pavoni, Leszek Pawlowicz, Jerzy Starak. As of 24 July 2007, Mr Andrea Moneta tendered his resignation from the positionof Deputy Chairman and Member of the Supervisory Board of the Bank, and Mr JerzyStarak - from the position of Member of the Supervisory Board of the Bank.Following the above resignations, the Extraordinary General Meeting of BankPekao S.A., on 25 July 2007, supplemented the composition of the SupervisoryBoard of Bank Pekao S.A. appointing Messrs Federico Ghizzoni and KrzysztofPawlowski as members of the Supervisory Board for the current common term ofoffice of the Board. On the same date, the Board appointed Mr Federico Ghizzonito the position of Deputy Chairman of the Supervisory Board. As from 25 July 2007 the composition of the Supervisory Board of Bank Pekao S.A.is the following: Jerzy Woznicki - Chairman, Paolo Fiorentino - Deputy Chairman, Secretary of the Board, Federico Ghizzoni - Deputy Chairman, Members: Pawel Dangel, Fausto Galmarini, Oliver Greene, Enrico Pavoni, Leszek Pawlowicz, Krzysztof Pawlowski. The Supervisory Board performed a permanent supervision of activity of the Bankin accordance with powers and duties provided for in the Code of CommercialCompanies and the Bank's Statute. In 2007 the Supervisory Board held 9 meetings, considered 97 pieces ofinformation, analyses and motions and adopted 57 resolutions. The Board performed its tasks both at the meetings and within the works of theBoard's committees. In 2007 the following committees of the Supervisory Board continued theiractivity: (i) audit committee, (ii) remuneration committee and (iii) financecommittee. The approved by the Board reports on activities of those committees have beenattached to this report. II. Personnel issues In 2007 the Supervisory Board of Bank Pekao S.A. introduced a number of changesto the composition of the Management Board. Owing to the fact that on 26 April 2007 the mandates of the following Members ofthe Management Board expired, i.e. Messrs Jan Krzysztof Bielecki, President ofthe Management Board, CEO, Luigi Lovaglio, Vice President of the ManagementBoard, GM, Sabina Olton, Vice President of the Management Board, ChiefAccountant of the Bank, Przemyslaw Figarski, Irene Grzybowski, Paolo Iannone,Christopher Kosmider and Marian Wazynski - Members of the Management Board, theSupervisory Board, performing its statutory duties, appointed the followingpersons for a common term of office of the Management Board, lasting three yearsand starting on 27 April 2007: Mr Jan Krzysztof Bielecki to the position of President of the Management Board,CEO, Mr Luigi Lovaglio to the position of Vice President of the Management Board, GM, Mr Paolo Iannone to the position of Member of the Management Board, Mr Christopher Kosmider to the position of Member of the Management Board, Mr Marian Wazynski to the position of Member of the Management Board. The Supervisory Board appointed the aforementioned persons to the ManagementBoard being convinced that their managerial skills, ability to concentrate bothon core banking activity and implementation o strategic projects, provide aground to expect that managing of the Bank - especially in a difficulttransition period connected with finalisation of the process of integration withBank BPH S.A. - will be fully professional. Taking into consideration the necessity to broaden the composition of theManagement Board in order to adjust this composition to the scale of activity ofBank Pekao S.A. after the merger with the so-called BPH 285, as well as for thepurpose of effective management of the process of operational merger of BPH 285with the Bank, the Supervisory Board, at the meeting on 14 November 2007,appointed Mr Przemyslaw Gdanski, Ms Katarzyna Niezgoda and Mr Grzegorz Piwowaras Vice Presidents of the Management Board effective as of the day of entry intothe register of entrepreneurs of the National Court Register of the spin-off ofBank BPH S.A. and increase of statutory capital Bank Pekao S.A. by means ofissue of the Bank's shares of I series, i.e. as of the Spin-off Date inunderstanding of art. 530 Par. 2 of the Code of Commercial Companies oncondition that no later than on that day their mandates with the ManagementBoard of Bank BPH S.A. expire. At the same meeting, the Supervisory Board, as of the Spin-off Date, entrustedMr Luigi Lovaglio, Vice President of the Management Board, General Manager withthe function of First Vice President of the Management Board, General Managerand Members of the Management Board, Messrs Paolo Iannone, Christopher Kosmiderand Marian Wazynski, were entrusted with the function of Vice Presidents of theManagement Board. The Supervisory Board recognized in this way their experienceand managerial skills and contribution of their work for the Bank keeping inmind the new challenges the Bank was facing in connection with its merger withthe separated part of Bank BPH S.A. and with the increased scale of activity ofBank Pekao S.A. As a result of the fact that the above-mentioned conditions were satisfied, asof 30 November 2007 the composition of the Management Board of Bank Pekao S.A.has been the following: Jan Krzysztof Bielecki - President of the Management Board, CEO, Luigi Lovaglio - First Vice President of the Management Board, General Manager, Przemyslaw Gdanski - Vice President of the Management Board, Paolo Iannone - Vice President of the Management Board, Christopher Kosmider - Vice President of the Management Board, Katarzyna Niezgoda - Vice President of the Management Board, Grzegorz Piwowar - Vice President of the Management Board, Marian Wazynski - Vice President of the Management Board.. Acting in accordance with Par. 22 par. 3 of the Bank's Statute, the SupervisoryBoard each time approved division of competencies between Members of theManagement Board adjusting it to the current range of tasks and organisationalstructure of the Bank. III. Activity of the Supervisory Board In 2007 the activity of the Supervisory Board focused both on strategic issuesas well as on the issues pertaining to supervision of current activity of theBank. The Board systematically analysed the financial situation, sale results in thearea of products that were key to increase of the Bank's results, i.e. mortgageloans, consumer loans, investment funds and bank cards, quality of assets andlevel of risk as well level of the bank's security. The Board supervised the process of risks management at the Bank approving theadopted by the Management Board credit risk policy of the Bank for 2007 as wellas investment policy and the policy of assets and liabilities management at theBank for 2007. The quarterly reports on financial risk management, loanportfolio, loan workout activity and the report on operational risk managementwere analysed with due diligence. Performing its statutory duties, the Board analysed and assessed the motions andreports addressed by the Management Board to the General Meeting. The Supervisory Board also recommended to the General Meeting of the Bankadoption of the resolution on selecting the company: KPMG Audyt Sp. z o.o. asauditor of Bank Pekao S.A. to examine and review the financial statements ofBank Pekao S.A. as well as consolidated financial statements of the CapitalGroup of Bank Pekao S.A. for the years 2007, 2008 and 2009. The Board issued opinions on the quarterly and semi-annual consolidatedfinancial statements of the Capital Group of Bank Pekao S.A. prepared inaccordance with the International Financial Reporting Standards. The Board also performed an in-depth analyses of other areas and fields of theBank's activity, including in particular such areas as: (i) the Bank's positionviewed against the background of the banking sector, (ii) macroeconomicconditions and the Bank's environment, (iii) relations with investors andanalysts, (iv) activity of subsidiary companies and (v) activity of particularcommittees of the Board. The Board also determined a new terms of reference ofthe Audit Committee. The Board was interested in work of internal audit at the Bank andimplementation of the plan of internal controls in 2007. On semi-annual basis,the Supervisory Board analysed the reports on activity of the Internal AuditDepartment and got acquainted with the internal control system at the Bank. With particular due diligence the Supervisory Board supervised the process ofintegration with Bank BPH S.A. The Board considered the report of the Management Board of Bank Pekao S.A.justifying the spin-off of Bank BPH S.A. by transferring a part of property ofBank BPH S.A. in the form of organised part of the enterprise to Bank PekaoS.A., prepared in accordance with art. 536 Par. 1 of the Code of CommercialCompanies. The Board analysed the information about actions taken by the Steering Committeemanaging the integration process and results of works of task forces and itconsidered the key issues connected with the so-called transition period, i.e.the period between the spin-off of Bank BPH S.A. and end of migration ofbranches and clients of BPH 285 onto IT platform of Bank Pekao S.A., i.e. (i)solutions concerning the IT area, (ii) organisation of outsourcing services and(iii) access to clients' data during that period. Taking into consideration the necessity to implement the Spin-off Plan andguarantee the undisturbed service of clients during transition period, theSupervisory Board approved the so-called Transition Agreements, concluded byBank Pekao S.A. with Bank BPH S.A., defining the general principles ofco-operation in the Transition Period, Outsourcing Agreements and the MigrationAgreement defining the conditions of co-operation in order to technicallymigrate the clients' data from the IT system of BPH to the IT system of Pekao,making the operational merger possible. The Board also analysed the status of preparatory works for the Spin-off Dateand for the operational integration of BPH 285 with Bank Pekao S.A. as well asthe undertaken actions aimed at considerable reduction of risks associated withthe integration process and the proper management of those risks. By virtue of the resolution no. 4 of the Extraordinary General Meeting adoptedon 27 April 2007 the competencies of the Supervisory Board were broadened byapproval of motions of the Management Board concerning outsourcing in strategicareas of business activity conducted by the Bank or in case when the outsourcedservices have the value not lower than 1.000.000 EUR. The decision taken by theGeneral Meeting was aimed at ensuring the compliance with the obligations setforth in the Resolution of the Banking Supervision Commission no. 20/KNB/06dated 5 April 2006 concerning issue of permit to exercise the voting right atthe general meeting of shareholders of Bank BPH S.A. Under the new competencies,the Supervisory Board approved, among other things, the motions of theManagement Board concerning outsourcing of services connected with service ofclients of the so-called BPH 285 after the Spin-off Date. The Supervisory Board attached much weight to works on implementation of the NewCapital Accord of the Basel Committee (Basel II). The Board considered theinformation on the completed implementation of the Kamakura information systemwhose functionality includes, among other things, calculation of the capitalrequirement for credit risk in accordance with principles of Pillar I. The Boardapproved the main elements of the internal capital adequacy assessment process(ICAAP) as well as organisational structure and division of duties under thesaid process and the information policy of the Bank defining the range ofinformation, determined by Resolution of the Banking Supervision Commission no.6/2007 dated 13 March 2007, and the principles of communicating suchinformation. The Supervisory Board also supervised the implementation by the Bank of strategyof development of activity in Ukraine. The Board, among other things, positivelyconsidered the motion of the Management Board concerning the merger of UniCreditBank Ltd. and Joint Stock Commercial Bank HVB Bank Ukraine. The aforementionedmerger is another step on the way to create in Ukraine a bank running activityin all market segments and to achieve a significant position on the Ukrainianbanking market. IV. Assessment of reports of the Management Board on activity of the Bank andthe Capital Group in 2007, financial statements of the Bank and the CapitalGroup for 2007, as well as the motion of the Management Board concerningdistribution of net profit for 2007 and allocation of the part of funds fromreserve equities to dividend payment. The Supervisory Board of Bank Pekao S.A., acting pursuant to art. 382 Par. 3 ofthe Code of Commercial Companies and performing its statutory duties, assessedthe reports of the Management Board and the Capital Group in 2007 as well asfinancial statements of the Bank and the Capital Group for 2007 from thestandpoint of their compliance with the books and documents and factual state. As a result of this assessment, the Board issues a positive opinion on theachieved results and recommends to the General Meeting adoption of resolutionsapproving those statements and reports. When drawing up such recommendation, the Board considered the fact that the Bankhad worked out the net profit in the amount of 2,006.6 mln PLN; the consolidatednet profit of the Pekao S.A. Group amounted to 2,162.5 mln PLN, the return onequity (ROE) increased up to 22.4%, the consolidated ROE rose up to 23.7%. Theeffective costs management and reduction of costs of risk were continued. The Board assessed the motion of the Management Board concerning distribution ofnet profit for 2007 and allocation of the part of funds from reserve equities todividend payment. Taking into consideration: a) the current level of the Bank's core capital (11,097,986,910.76 PLN)and the capital adequacy ratio according to Basel I (11.13%) as at 31 December2007 which ensure stable and safe operation of the Bank, b) the projected level of risk resulting from the capital requirementsaccording to New Capital Accord (Basel II), c) the policy of nominal increase of dividend per share, the Board decided to recommend to the General Meeting: 1) to distribute the net profit of Bank Polska Kasa Opieki S.A. for 2007 inthe amount of 2,006,599,947.60 PLN in such way that: a) 74% of net profit of the Bank for 2007, i.e. the amount of1,484,883,961.22 PLN, is allocated to dividend, b) the remaining amount of net profit of the Bank for 2007, after write-offfor dividend, i.e. the amount of 521,715,986.38 PLN, is allocated to reserveequities, 2) to allocate a part of funds from reserve equities in the amount of1,032,357,277.18 PLN to dividend. Given the above, the total amount of dividend will amount to 2,517,241,238.40PLN, 9.60 PLN per one share. When calculating the amount of dividend for 2007, the Management Board took intoaccount the number of shares entitled after the merger of Bank Pekao S.A. withthe separated part of Bank BPH S.A. hereinafter called as "Pekao 285" to receivedividend paid out starting from1 January 2008. Given the above, the proposed amount of dividend takes intoaccount total results generated in 2007 by Bank Pekao SA and Pekao 285 whichfunctioned within the structures of Bank BPH until the spin-off date. Taking into consideration the merger and requirements of the New Capital Accord,the Supervisory Board positively assessed the proposal of the Management Boardto decrease the ratio of dividend payment down to 74% of net profit generated in2007 by the merged Bank Pekao SA and down to 71% of net profit of the mergedPekao SA Group, as compared to 87% of net profit of the Bank and 84% of netprofit of the Group for 2006. Assessing the Management Board, the Supervisory Board took into account, amongother things: (a) very good financial results, (b) leadership position in thePolish banking sector strengthened as a result of acquisition of assets of theseparated part of Bank BPH S.A., (c) high level of the Bank's security, d)increase of effectiveness of operational activity, (e) good financial results ofsubsidiary companies, (f) tight costs control and (g) effective risk management. Bank Pekao S.A. has strong foundations to take the full advantage ofopportunities of further dynamic development. The potential worked out by BankPekao S.A., strengthened by the potential of assets acquired as a result ofspin-off of Bank BPH S.A., will allow for sustainable growth of the Bank andfurther improvement of effectiveness. The Bank intends to achieve those goalsby: (i) continuing active sale of consumer and mortgage loans, (ii) increasedpenetration of customer base and selective acquisition of new clients from thegroup of small and mid-sized companies, (iii) further increase of sale ofinvestment funds, (iv) enriched product offer, (v) sale of cards and (vi) takingfull advantage of the development potential of transactional banking. In assessment of the Supervisory Board, the development potential of the NewBank Pekao S.A. provides ground to expect very good commercial and financialresults both in the current year and in the years to come. Given the above, the Supervisory Board recommends to the General Meeting, inaccordance with art. 395 Par. 2 p. 3 of the Code of Commercial Companies, toacknowledge fulfilment of duties by members of the Management Board, Messrs JanKrzysztof Bielecki, Luigi Lovaglio, Paolo Iannone, Christopher Kosmider andMarian Wazynski in 2007, Mrs Sabina Olton, Mr Przemyslaw Figarski, Mrs IreneGrzybowski - in the period from 1 January 2007 to 26 April 2007 and MrPrzemyslaw Gdanski, Katarzyna Niezgoda and Grzegorz Piwowar for the period from30 November 2007 to 31 December 2007. Taking into consideration the activity in 2007 presented above, the SupervisoryBoard recommends to the General Meeting, in accordance with art. 395 Par. 2 p. 3of the Code of Commercial Companies, to acknowledge fulfilment of duties bymembers of the Supervisory Board, Messrs Jerzy Woznicki, Paolo Fiorentino, PawelDangel, Fausto Galmarini, Oliver Greene, Enrico Pavoni and Leszek Pawlowicz in2007, Messrs Andrea Moneta and Jerzy Starak in the period from 1 January 2007 to24 July 2007 and Messrs. F.Ghizzoni and K.Pawlowski in the period from 25 July2007 to 31 December 2007. Report on the activity of Audit Committee in 2007 The Audit Committee comprises five members of whom three are independentDirectors and two are Directors that are affiliated with the Unicredito Group.The Members of the Audit Committee are: Paolo Fiorentino, Federico Ghizzoni,Oliver Greene (Chair), Leszek Pawlowicz and Jerzy Woznicki. Messrs Greene,Pawlowicz and Woznicki are considered to be independent. Mr F.Ghizzoni wasappointed member in July after Mr A.Moneta's departure from the Group. Audit Committee Responsibilities and Remuneration of the Members The scope of responsibilities of the AC has been reviewed in line with the Groupguidelines. The revised Terms of Reference were approved by the SupervisoryBoard on 2 October, 2007. It was decided that for logistical and responsibilityreasons the Pekao Audit Committee will continue to have 5 members and a quorumof 3. In line with best practice, the Terms of Reference were changed to providethat a majority of the members of the committee and the Chair of the committeeshould be independent. The President and Chief Operating Officers of theManagement Board as well as other Members of management whose functions arerelevant to the meeting agenda attend the Committee meetings. The Committee alsomeets in private with the External Auditors and with any member of the Bank ifit deems it appropriate to so so. Semi-annually the Audit Committee formally reports to the Supervisory Board onthe work it has undertaken together with any recommendations thereon. The Members of the Audit Committee receive no remuneration additional to thatthey receive as Members of the Supervisory Board. Appointment of Auditors. KPMG was appointed to be External Auditor for the years 2007-2009 whichcoincides with the UCI policy to have one auditor for the Group. Provision of non-audit services by the External Auditors. The Bank's general policy is to safeguard the independence of the audit functionby limiting the services provided by the External Auditor to those it performsas auditor. The provisions of any other service requires approval from the AuditCommittee and from the Supervisory Board. Audit Committee Meetings During 2007 the Audit Committee met eight times (8th February, 16th March, 27thApril, 31st May, 18 July, 5 September, 2 October, 14 November). Two of thesemeetings were scheduled to coincide with the submission of the 2006 Year-end and2007 Interim financial statements to the Supervisory Board for approval. Principal Functions performed by the Audit Committee during 2H 2007 The Committee received and reviewed with Management and with the ExternalAuditors as required - The Audited Consolidated Financial Statements for the year 2006 andrecommended the approval of these to the Supervisory Board. The Committeeconcluded that these statements fairly represented the financial status of theBank in accordance with International Financial Reporting Standards. - Pro-forma financial information for the "new Pekao" in accordance withEU regulation 809. - The limited review of statutory June 2007 half-year consolidated andstandalone condensed financial statements under IFRS and additional consolidatedreporting package for UniCredito and recommended to the Supervisory Boardapproval of the interim financial statements of the Bank and the Group. TheCommittee concluded that these statements fairly represented the financialstatus of the Bank in accordance with International Financial ReportingStandards. - Matters related to other areas within the Committee terms of referenceincluding reports on the Business Continuity Plan, MiFID Directiveimplementation, Anti-Money Laundering, Compliance issues, customer complaints,AC terms of reference. - The results of GINB inspection carried out in Sept/Oct 2006. - The recommendations of the Banking Supervisory Authority and theBank's External Auditors, and the Management response thereto. - The report of the Head of Legal Department on significant legalmatters at court and on matters related to compliance, and made recommendationsregarding the management of the Compliance Function. - The Internal Control System drawing attention to Basel II requirementsand compliance issues. In relation to the Internal Audit Function the Committee also: - Acknowledged new UniCredito Group Audit Standards. - Reviewed the Internal Audit new reporting standard and status of theintegration process. - Reviewed the quarterly reports of the Head of Internal Audit and thestatus of implementation of recommendations made to Senior Management inrelation thereto. - Reviewed the status of the Internal Audit integration process. External Auditors Members of the Committee have met with the External Auditors without Managementpresent. Additional audit related work with regard to audit of opening balanceof BPH 285 and selected audit procedures on the pre and post spin-offconsolidation process was assigned, with the Audit Committee's consent, to KPMG. The Operating Risk, Market Risk and Credit Risk management processes were notseparately reviewed by the Audit Committee during 2007, as these were presenteddirectly to and approved by the Supervisory Board. In all other respects the Audit Committee considers that it has fulfilled itsterms of reference for the year ended 31st December, 2007. The report on the activity of Remuneration Committee in 2007 1. Remuneration Committee operates in the Bank following theSupervisory Board Resolution No. 2/00 as of January 24th, 2000 and according tothe Rules of Procedure of the Supervisory Board of Bank Polska Kasa Opieki S.A. Members of the Committee since July 25th, 2007 have been: 1) Mr. Paolo Fiorentino - Chairman; 2) Mr. Jerzy Woznicki; 3) Mr. Federico Ghizzoni; 4) Mr. Enrico Pavoni. Before such date the Committee had the following composition: 1) Mr. Paolo Fiorentino - Chairman; 2) Mr. Jerzy Woznicki; 3) Mr. Andrea Moneta; 4) Mr. Enrico Pavoni. HR Division of Bank Pekao SA is preparing and submitting motions for theCommittee decisions, which are then documented with appropriate protocols aftereach meeting. 2. The key duties of the Committee are related to: - setting the remuneration of the Management Board; - approving the remuneration policy for the Bank's Management; - submitting to the General Meeting of Shareholders the proposals on theremuneration of the Supervisory Board. 3. In 2007 two meetings took place (see the table below): +------------+-----------------------------------------------------------------+|MEETINGS |KEY TOPICS |+------------+-----------------------------------------------------------------+|April 26th, |- Management Board 2006 results settlement; ||2007 | || |- Management Board MBO 2007 scorecards approval together with || |bonus ranges for each Board Member; || | || |- Compensation adjustment for one of the Board Members; || | || |- Agreement for the contract termination for two Board Members || |whose mandate expired. |+------------+-----------------------------------------------------------------+|November |- Adherence to Unicredit 2007 Long Term Incentive Plan - ||14th, 2007 |participation of Bank Pekao's Board Members || | || |- Transfer of three BPH Board Members to Bank Pekao - approval || |of existing contracts' terms and conditions. |+------------+-----------------------------------------------------------------+ The Remuneration Committee usually meets on "as needed" basis and the nextmeeting is planned for March 2008. The report on the activity of Financial Committee in 2007 Financial Committee's objective is to perform the supervision over the executionof financial targets. Paolo Fiorentino, Federico Ghizzoni and Enrico Pavoni wereappointed the Member of the Team. The Members of the Team are advised by: Patryk Borzecki, Alessandro Brusadelli,Valeria De Mori, Elena Goitini, Marco Iannaccone, Carlo Marini and Aldo Soprano.The advisors to the Members of the Team are obliged to keep all the informationobtained in the course of activities confidential. The Team activity and discussions focused on: - financial aspects of integration of Bank Pekao S.A. with separatedpart of Bank BPH S.A. - current financial results, - analyses of deviation from the budget, - specific discussions regarding net interest margin, volumes ofdeposits and loans, credit risk and one-off transactions. Assessment of standing of Bank Polska Kasa Opieki S.A. in 2007 prepared by the Supervisory Board in accordance with Code of Best Practice for WSE Listed Companies The Supervisory Board of Bank Polska Kasa Opieki S.A. evaluates the resultsachieved in 2007 by the Bank and the Pekao S.A. Group as very good. The Bankworked out the net profit in the amount of 2,006.6 mln PLN; the consolidated netprofit of the Pekao S.A. Group totalled 2,162.5 mln PLN, the return on equity(ROE) increased up to 22.4%, the consolidated ROE rose up to 23.7%. Theeffective costs management and reduction of costs of risk were continued. The good financial performance of the Bank was accompanied by good resultsgenerated by subsidiary companies. The legal process of integration of Bank Pekao S.A. with the separated part ofBank BPH S.A. was completed on 29 November 2007. The New Bank Pekao S.A. becamethe leading bank in Poland and the largest bank in Central and Eastern Europe interms of capitalisation. The New Bank renders services to about 5 millionclients providing them with the network of over 1 000 branches and also themodern electronic distribution channels. The good results and position of the Bank are recognized by the market. This isconfirmed by high evaluation of financial credibility of the Bank reflected inagency ratings and by positive assessment on the part of investors and analystswho perceive the Bank as the high quality investment. In the assessment of the Supervisory Board, the economic and financial standingof Bank Polska Kasa Opieki S.A. is good. The Bank satisfies all requirementsconcerning operational safety and capital adequacy and it ensures safety offunds deposited by clients. The internal control system at Bank Pekao S.A. is based on three control levels- (i) control of processes, (ii) risk management and (iii) internal audit -assigned to different structures and departments in order to reduce riskassociated with credit, financial and operational activity. The system inquestion is characterised by the complete and overall approach. The dedicatedstructures fully cover the most important risks at the about mentioned threelevels of control. The effectiveness of internal control system is confirmed bystill better results of internal audit and external controls. The Supervisory Board positively assessed the risks management system existingat the Bank. This system covers the major risks resulting from financialinstruments, i.e credit risk, liquidity risk, market risk (interest rate riskand foreign exchange risk) as well as operational risk. The risks are managed inthe overall and consolidated manner and the risk management covers all units ofthe Bank and subsidiary companies. The Management Board is responsible forachieving strategic objectives in terms of risks management, whereas theSupervisory Board exercises supervision of compliance of the Bank's policy withrespect to assuming various risks with the strategy and financial plan of theBank. An important role in risk management is played by the committees actingwithin the structure of the Bank's Head Office: the Credit Committee of the Bankin terms of credit risk management, Assets and Liabilities Committee in managingmarket and liquidity risks and the Bank's Security Committee in managing theoperational risk. The effective risks management is one of the strong points ofthe Bank. In 2007, the Management Board devoted much attention to continuation of works onimplementation of requirements of the New Capital Accord (Basel II). Theimplementation of the Kamakura information system was completed. Itsfunctionality includes, among other things, calculation of the capitalrequirement for credit risk in accordance with principles of the Pillar I. Themain elements of the internal capital adequacy process (ICAAP) were prepared aswell as the organisational structure and division of duties under the saidprocess and the information policy of the Bank defining the range ofinformation, determined by Resolution of the Banking Supervision Commission no.6/2007 dated 13 March 2007, and the principles of communication of suchinformation. The activities of the Management Board in the above-mentioned respect werepositively assessed and approved by the Supervisory Board. As of January 2008the Bank remains in compliance with requirements of the banking supervisionconcerning implementation of the New Capital Accord. The process of implementation of the Business Continuity Plan (BCP) wascompleted in the I quarter of 2007, which considerably improved the Bank'ssecurity. The Bank manages its business continuity (BCM) which is the processbased on cyclic evaluation whether the Plan is up-to-date, and on updating andtesting this Plan on regular basis. The long-term tasks, which were taken up,will additionally increase the safety of processes. Bank Pekao S.A. has strong foundations to take the full advantage ofopportunities of further dynamic development. The potential worked out by BankPekao S.A., strengthened by the potential of assets acquired as a result ofspin-off of Bank BPH S.A. will allow for sustainable growth of the Bank andfurther improvement of effectiveness. The Bank intends to achieve those goalsby: (i) continued active sale of consumer and mortgage loans, (ii) increasedpenetration of customer base and selective acquisition of new clients from thegroup of small and mid-sized companies, (iii) further increase of sale ofinvestment funds, (iv) enriched product offer, (v) sale of cards and (vi) takingfull advantage of development potential of transactional banking. The pending process of operational integration of Bank Pekao S.A. with acquiredunits of Bank BPH S.A. is of key significance to development of the Bank. TheBank effectively manages the operational risk associated with this process andensures a high level of safety and undisturbed continuity of provided service. Summing up, the Supervisory Board evaluates the Bank's position as very good.This evaluation is justified by: (a) very good financial results, (b) leadershipposition in the Polish banking sector strengthened as a result acquired assetsof the separated part of Bank BPH S.A., (c) high level of the Bank's security,d) increased effectiveness of operational activity, (e) good financial resultsof subsidiary companies, (f) tight cost control and (g) effective riskmanagement. In the assessment of the Supervisory Board, the development potential of the NewBank Pekao S.A. provides ground to expect very good commercial and financialresults in the current year and in the years to come. Evaluation of work of the Supervisory Board of Bank Polska Kasa Opieki S.A. in 2007 prepared by the Supervisory Board in accordance with Code of Best Practice for WSE Listed Companies a) Evaluation of composition and organisation of the Supervisory Board The Supervisory Board of Bank Pekao S.A. consists of nine members. In the period from 1 January to 24 July 2007 the Supervisory Board was composedof: Jerzy Woznicki - Chairman, Paolo Fiorentino - Deputy Chairman, Secretary of the Board, Andrea Moneta - Deputy Chairman, Members: Pawel Dangel, Fausto Galmarini, Oliver Greene, Enrico Pavoni, Leszek Pawlowicz, Jerzy Starak. As of 25 July 2007 the composition of the Supervisory Board was the following: Jerzy Woznicki - Chairman, Paolo Fiorentino - Deputy Chairman, Secretary of the Board, Federico Ghizzoni - Deputy Chairman, Members: Pawel Dangel, Fausto Galmarini, Oliver Greene, Enrico Pavoni, Leszek Pawlowicz, Krzysztof Pawlowski. In 2007 the following committees of the Supervisory Board continued theiractivity: (i) audit committee, (ii) remuneration committee and (iii) financecommittee. Members of the Audit Committee are: O.Greene, Chairman, P.Fiorentino, F.Ghizzoni(since 25 July 2007), L.Pawlowicz and J.Woznicki. Members of the Remuneration Committee are: P.Fiorentino, Chairman, F.Ghizzoni(since 25 July 2007), E.Pavoni and J.Woznicki. Members of the Finance Committee are: P.Fiorentino, F.Ghizzoni (since 25 July2007) and E.Pavoni. Mr A.Moneta was a member of all the Supervisory Board Committees until 24 July2007. The Supervisory Board is organised in a way adequate to the requirementsenvisaged in the Code of Commercial Companies, in the Bank's Statute andadequately to the needs of the Bank. The Board is composed of Chairman and twoDeputy Chairmen. One of the Deputy Chairmen, Mr P.Fiorentino, performs at thesame time the function of Secretary. Having two Deputy Chairmen on the Boardexerts a positive influence upon the Board's work and make it possible to takedecisions effectively in case of absence of Chairman. The Supervisory Board Committees make the operation of the Board efficient andthey guarantee that decisions taken at the Board meetings are considered afterdetailed analysis of the case. According to requirements set forth in Par. 14 par. 3 of the Statute, at leasthalf of the members of the Supervisory Board, including Chairman of theSupervisory Board, i.e. five members of the Board, Messrs J.Woznicki, P.Dangel,E.Pavoni, L.Pawlowicz and K.Pawlowski, possess testimonials of good knowledge ofthe banking market in Poland due to the joint fulfilment of the followingcriteria: 1) possession of professional experience on the Polish market suitable forthe performed supervisory function in the Bank, 2) permanent place of domicile in Poland, 3) knowledge of the Polish language. According to declarations presented by the Board members, six members of theSupervisory Board satisfy the independence criteria defined in Par. 14 par. 5 ofthe Bank's Statute, i.e. Messrs J.Woznicki, P.Dangel, O.Greene, E.Pavoni,L.Pawlowicz, K.Pawlowski. Whereas Messrs P.Fiorentino, F.Ghizzoni andF.Galmarini perform managerial and supervisory functions within the UniCreditGroup which is a strategic investor of the Bank. In the assessment of the Supervisory Board, the number of independent Boardmembers ensures control in case of any material conflict of interest involvingBoard members. The independent members of the Supervisory Board are free of anyassociations that might bear a material impact upon their capacity to takeimpartial decisions and they play an effective role in the key areas of theBoard's operation, and particularly in the Audit Committee. b) Evaluation of members of the Supervisory Board, including their work on theBoard Committees The Board members have the required diversity of knowledge and experience anddevote to their duties the necessary time and attention. In their work they areguided by the interest of the Bank as well as independent judgements andopinions. The Board members come from different environments. Among them thereare bankers, representatives of business circles and representatives ofinstitutions of higher education. Such diversity has a positive influence uponthe Board's work because it allows to view the Bank's matters from differentperspective. The composition of the Supervisory Board has an internationalnature. Among the Board members there are Poles, Italians and a British citizenwho represent different business cultures and have different experiences in thisrespect. All the aforementioned features enrich the Board as well as strengthenits independence and effectiveness in exercising supervision of the Bank'sactivity. Professor Jerzy Woznicki has been a Member of the Supervisory Board of BankPekao S.A. since 10 September 1999. Until 19 January 2005 he performed thefunction of Deputy Chairman of the Board, and he has been the Board's Chairmansince 20 January 2005. Mr. J.Woznicki is a professor of technical sciences and aspecialist in IT area. He has been working at the Electronics Faculty at theWarsaw University of Technology since 1973 where he has gone through all thelevels of scientific career from assistantship to the position of fullprofessor. In the years 1996-2002 Professor J.Woznicki was a Rector of TheWarsaw University of Technology. The scope of his research activity covers alsothe issues concerning the society of knowledge and knowledge-based economy.During 8,5 years of work on the Supervisory Board of Bank Pekao S.A., ProfessorJ.Woznicki has gained a considerable expertise and experience in terms ofbanking and operation of the Bank. As Chairman of the Board he is a competentperson knowing very well the procedures and effectively managing the Board'sworks. Mr Chairman organises the Board's work very well and he takes care abouteffectiveness of decision-making process. Mr. J.Woznicki also activelyparticipates in works of the Audit Committee and Remuneration Committee. Mr Paolo Fiorentino has been a Member of the Supervisory Board, its DeputyChairman and Secretary since 4 November 2003. Since the beginning of hisprofessional career he has been associated with Credito Italiano which as aresult of mergers and acquisitions was transformed into the UniCredit Group.Within the UniCredit Group, he currently performs the function of Deputy CEO andhe is responsible, among other things, for the Division of Global BankingServices. Mr P.Fiorentino is the exceptionally competent person knowing theoverall banking activity taking into consideration the fact that during his richprofessional career he has dealt with all aspects of banking at variousdecision-making levels. He also knows the overall activity of Bank Pekao S.A.very well because in the years 1999-2003 he held the position of Vice Presidentof the Management Board, COO. The expertise and experience of Mr P.Fiorentinoare of vital significance to the Supervisory Board's work. His recommendations,comments and remarks concerning the operation of the Bank are very valuable andthey refer not only to the current activity but also to issues of strategicnature. Mr Fiorentino is a member of the Audit Committee and Finance Committeeand he manages the works of the Remuneration Committee. Mr Federico Ghizzoni has been a Member of the Supervisory Board and its ViceChairman since 25 July 2007. Since the beginning of his professional career hehas been associated with UniCredit in which he has performed a number ofmanagerial functions both in Italy and abroad. Within the UniCredit Group he iscurrently the Head of Poland's Markets Division. Mr F.Ghizzoni also knows thePolish banking market very well because in the years 2000-2002 he worked asExecutive Director responsible for corporate and international banking of BankPekao S.A. Mr F.Ghizzoni is a very competent person having the big expertise andexperience in all aspects of banking activity. During nearly six months of hiswork for the Board he focused primarily on the process of integration of BankPekao S.A. with the separated part of Bank BPH S.A. as well as on accomplishingthe financial plan and risks management. Mr F.Ghizzoni is a member of the AuditCommittee, Remuneration Committee and Finance Committee. Mr Pawel Dangel has been a Member of the Supervisory Board since 10 September1999. He holds the position President of the Management Boards of TowarzystwoUbezpieczeniowe Allianz Polska S.A. and Towarzystwo Ubezpieczeniowe AllianzZycie Polska SA. Before, he performed a number of managerial functions withinsurance companies in Great Britain and Poland. He has a wide experience ininsurance and finance. He is a competent person knowing the operation offinancial institutions. President Dangel supports the Supervisory Board with hisexpertise primarily in terms of conditions of running business activity inPoland and in terms of financial risk management. Mr Fausto Galmarini has been a Member of the Supervisory Board since 27 November2000. Since the beginning of his professional career he has been associated withbanking and financial institutions. For many years he held the position ofDirector of the Credit Department at UniCredito Italiano. Currently, he is CEOof UniCredit Factoring S.p.A. he has great competencies in terms of such issuesas: credit risk management, segmentation of clients, cross-selling, assessmentof credit portfolio quality, credit scoring and rating systems as well as loanworkout. His knowledge in the above-mentioned respect constitutes a big supportfor the Supervisory Board. His recommendations and comments refer primarily toissues pertaining to credit risk management. Mr Oliver Greene has been a Member of the Supervisory Board since 1 June 2004.During his rich professional career he has held a number of high managerialpositions in the renowned financial institutions, i.e. Citibank, Bankers TrustCompany, The Chase Manhattan Bank, Union Bank of Switzerland, European Bank forReconstruction and Development. He has enormous knowledge and rich experience incorporate and international banking, planning and controlling, risks management,loan workout, mergers and acquisitions, leasing etc. He actively participates inthe Supervisory Board's meetings. He examines all aspects of the Bank's activitywith due diligence. Mr O.Greene attaches much weight to protection of interestsof minority shareholders, good relations with investors and the co-operationwith auditor and banking supervision. What is particularly worth-emphasising isthe activity of Mr O.Greene as Chairman of the Audit Committee. Thanks to workand involvement of Mr Greene, this Committee operates according to the bestpractices and standards and supports the Board, among other things, in examiningfinancial statements, exercising supervision of the internal audit function atthe Bank, analysing the issues concerning Business Continuity Plans etc. Mr Enrico Pavoni has been a Member of the Supervisory Board since 10 September1999. Since the beginning of his career he has been associated with the FiatGroup. He has been managing the interests of this Group in Poland since 1978.Currently, he holds the position of President of Fiat Auto Poland S.A. PresidentPavoni is a well-known person respected in Polish business circles and has agreat contribution to development of Polish-Italian economic relations. Hiscompetencies and knowledge about conditions and prospects for running businessactivity in Poland are a significant contribution of his to the Board's work.Mr. E.Pavoni participates in works of the Remuneration Committee and FinanceCommittee. Mr Leszek Pawlowicz has been a Member of the Supervisory Board since 8 January1998. He is a professor of economic sciences at the University of Gdansk,Director of the Gdansk Banking Academy and Vice President of the ManagementBoard of the Gdansk Institute for Market Economics. Professor L.Pawlowicz is anexpert in banking and the author of numerous works and articles in this field.His enormous knowledge and experience is a substantial contribution to work ofthe Supervisory Board. During many years of his work on the Supervisory Board,Mr Professor has focused on all aspects of the Bank's activity. Hisrecommendations and comments refer to both the macroeconomic situation and theposition of the Bank viewed against the background of the banking sector as wellas to the Bank's product offer, risks management and co-operation with bankingsupervision. Mr L.Pawlowicz also attaches much attention to the Bank's image andits relations with investors and analysts. He also actively participates inworks of the Audit Committee. Dr Krzysztof Pawlowski has been a Member of the Supervisory Board since 25 July2007. He was the founder and subsequently he became the rector and president ofthe Higher School of Business - National Louis University in Nowy Sacz as wellas the founder and rector of the Higher School of Business in Tarnow. MrK.Pawlowski is very active in Polish business circles. He has received a numberof prestigious awards and distinctions, including the title of "Entrepreneur ofthe Year 2003" in the competition organised by Ernst&Young. During nearly sixmonths of his work for the Board he supported the Bank with his wide experienceand big knowledge in terms of business activity. In 2007 Messrs A.Moneta and J.Starak were members of the Supervisory Board. Mr Andrea Moneta was a Member of the Supervisory Board and its Vice Chairman inthe period from 20 January 2005 to 24 July 2007. At that time he performed thefunction of the Head of the New Europe Division of the UniCredit Group, and nexthe was the Chief Integration Officer of the UniCredit Group for integration withthe HVB Group and the Head of the Polish Markets Division. In 2007 he focused onthe process of integration of Bank Pekao S.A. with the separated part of BankBPH S.A. and on financial results. He also participated in works of the AuditCommittee, Remuneration Committee and Finance Committee. Mr Jerzy Starak was a Member of the Supervisory Board in the period from 10September 1999 until 24 July 2007. During many years of his wok on theSupervisory Board he shared his expertise and experience in running businessactivity in Poland. c) Evaluation of activity of the Supervisory Board In 2007, the Supervisory Board of Bank Polska Kasa Opieki S.A. exercisedpermanent supervision of the Bank's activity in accordance with rights andobligations provided for in the Code of Commercial Companies and the Bank'sStatute. In 2007 the Supervisory Board held 9 meetings, considered 97 pieces ofinformation, analyses and motions and adopted 57 resolutions. The BoardCommittees operated actively. In 2007 the activity of the Board focused both on strategic issues as well as onthe current issues. The Board attached much weight to the process of integrationof Bank Pekao S.A. with the separated part of Bank BPH S.A. and to works onimplementation of the New Capital Accord of the Basel Committee (Basel II). The areas of particular interest were the risks management and the level ofsecurity of the Bank. The very good performance of the Bank in 2007 and the achieved ratios in termsof risks and the high level of the Bank's security should also be considered asthe result of effective operation of the Board and the very well accomplishedtasks and fulfilled duties imposed upon the Board. Given the above, the work of the Supervisory Board in 2007 can be assessed asvery effective and compliant with the best practices. Resolution No.12 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Supervisory Board ofBank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p. 1 and Art. 395 Par. 2 p. 3 of Code of theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Jerzy Woznicki, Chairman of the Supervisory Board, hereby receives approvalof his duties performed in the period from 1st January till 31st December 2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Michel Marbot, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No.13 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Supervisory Board ofBank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p. 1 and Art. 395 Par. 2 p. 3 of Code of theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Paolo Fiorentino, Deputy Chairman, Secretary of the Supervisory Board,hereby receives approval of his duties performed in the period from 1st Januarytill 31st December 2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No.14 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Supervisory Board ofBank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p. 1 and Art. 395 Par. 2 p. 3 of Code of theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Pawel Dangel, Members of the Supervisory Board, hereby receives approval ofhis duties performed in the period from 1st January till 31st December 2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No.15 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Supervisory Board ofBank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p. 1 and Art. 395 Par. 2 p. 3 of Code of theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Fausto Galmarini, Member of the Supervisory Board, hereby receives approvalof his duties performed in the period from 1st January till 31st December 2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No.16 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Supervisory Board of Bank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p. 1 and Art. 395 Par. 2 p. 3 of Code of theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Oliver Greene, Member of the Supervisory Board, hereby receives approval ofhis duties performed in the period from 1st January till 31st December 2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No.17 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Supervisory Board ofBank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p. 1 and Art. 395 Par. 2 p. 3 of Code of theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Enrico Pavoni, Member of the Supervisory Board, hereby receives approval ofhis duties performed in the period from 1st January till 31st December 2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No.18 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Supervisory Board ofBank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p. 1 and Art. 395 Par. 2 p. 3 of Code of theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Leszek Pawlowicz, Member of the Supervisory Board hereby receives approvalof his duties performed in the period from 1st January till 31st December 2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No. 19 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Supervisory Board ofBank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p. 1 and Art. 395 Par. 2 p. 3 of Code of theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Andrea Moneta, Deputy Chairman of the Supervisory Board hereby receivesapproval of his duties performed in the period from 1st January till 24th July2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No. 20 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Supervisory Board ofBank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p. 1 and Art. 395 Par. 2 p. 3 of Code of theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Jerzy Starak, Member of the Supervisory Board hereby receives approval ofhis duties performed in the period from 1st January till 24th July 2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Resolution No. 21 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Supervisory Board ofBank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p. 1 and Art. 395 Par. 2 p. 3 of Code of theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Federico Ghizzoni, Deputy Chairman of the Supervisory Board hereby receivesapproval of his duties performed in the period from 25th July till 31st December2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No. 22 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Supervisory Board ofBank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p. 1 and Art. 395 Par. 2 p. 3 of Code of theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Krzysztof Pawlowski, Member of the Supervisory Board hereby receivesapproval of his duties performed in the period from 25th July till 31st December2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No. 23 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Management Board of Bank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p.1 and Art. 395 Par. 2 p.3 of Code theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Jan Krzysztof Bielecki, President of the Management Board, CEO, herebyreceives approval of his duties performed in the period from 1st January till31st December 2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Michel Marbot, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No. 24 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Management Board of Bank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p.1 and Art. 395 Par. 2 p.3 of Code theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Luigi Lovaglio, Vice President of the Management Board, General Manager till29th November 2007 and First Vice President of the Management Board, GeneralManager from 30th November 2007 hereby receives approval of his duties performedin the period from 1st January till 31st December 2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Michel Marbot, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No. 25 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Management Board of Bank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p.1 and Art. 395 Par. 2 p.3 of Code theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Paolo Iannone, Member of the Management Board till 29th November 2007 andVice President of the Management Board from 30th November 2007 hereby receivesapproval of his duties performed in the period from 1st January till 31stDecember 2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Michel Marbot, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No. 26 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Management Board of Bank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p.1 and Art. 395 Par. 2 p.3 of Code theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Christopher Kosmider, Member of the Management Board till 29th November 2007and Vice President of the Management Board from 30th November 2007 herebyreceives approval of his duties performed in the period from 1st January till31st December 2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Michel Marbot, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No. 27 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Management Board of Bank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p.1 and Art. 395 Par. 2 p.3 of Code theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Marian Wazynski, Member of the Management Board till 29th November 2007 andVice President of the Management Board from 30th November 2007 hereby receivesapproval of his duties performed in the period from 1st January till 31stDecember 2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Michel Marbot, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No. 28 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Management Board of Bank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p.1 and Art. 395 Par. 2 p.3 of Code theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mrs. Sabina Olton Vice President, Chief Accountant of the Bank hereby receivesapproval of her duties performed in the period from 1st January till 26th April2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Michel Marbot, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No. 29 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Management Board of Bank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p.1 and Art. 395 Par. 2 p.3 of Code theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Przemyslaw Figarski, Member of the Management Board, hereby receivesapproval of his duties performed in the period from 1st January till 26th April2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Michel Marbot, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No. 30 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Management Board of Bank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p.1 and Art. 395 Par. 2 p.3 of Code theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Ms. Irene Grzybowski, Member of the Management Board, hereby receives approvalof her duties performed in the period from 1st January till 26th April 2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Michel Marbot, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No. 31 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Management Board of Bank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p.1 and Art. 395 Par. 2 p.3 of Code theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Przemyslaw Gdanski, Vice President of the Management Board, hereby receivesapproval of his duties performed in the period from 30th November till 31stDecember 2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Michel Marbot, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No. 32 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Management Board of Bank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p.1 and Art. 395 Par. 2 p.3 of Code theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Ms. Katarzyna Niezgoda-Walczak, Vice President of the Management Board, herebyreceives approval of her duties performed in the period from 30th November till31st December 2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Michel Marbot, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Resolution No. 33 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on approving the performance of duties by Member of the Management Board of Bank Polska Kasa Opieki S.A. in 2007 Acting in accordance with Art. 393 p.1 and Art. 395 Par. 2 p.3 of Code theCommercial Companies and pursuant to Par. 13 p. 4 of the Bank's Statute, theOrdinary General Meeting resolved as follows: Par. 1. Mr. Grzegorz Piwowar, Vice President of the Management Board, hereby receivesapproval of his duties performed in the period from 30th November till 31stDecember 2007. Par. 2. The Resolution is enacted upon its adoption. Mr Slawomir Momot, plenipotentiary of the shareholder, Mr Dariusz Baran,declared that he voted against the resolution and he demanded to include hisobjection to this resolution in the minutes. Mr. Jerzy Bielewicz, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. Mr. Michel Marbot, Shareholder, declared that he voted against the resolutionand he demanded to include his objection to this resolution in the minutes. The Management Board informs that Ordinary General Meeting of Bank Polska KasaOpieki S.A. on 23rd April 2008 considered all points covered by the agenda ofthe Meeting. Legal base: Par. 39 sect. 1 p. 5 and p. 7 of the Ordinance of the Minister of Finance, dated19 October 2005 re: current and periodical information submitted by the issuersof securities This information is provided by RNS The company news service from the London Stock Exchange

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