The amendments to the Statute of Bank

UNOFFICIAL TRANSLATION

Report 42/2010: The made amendments to the Statute of Bank Polska Kasa Opieki Spółka Akcyjna ("the Bank").

The Management Board of Bank Polska Kasa Opieki Spółka Akcyjna ("Bank"), presents the information on the made amendments to the Bank's Statute by the Ordinary General Meeting of the Bank.

The Management Board of the Bank informs that, the Ordinary General Meeting of the Bank adopted the resolution on amendments to the Bank's Statute on 28 th of April 2010, consisting in:

1) replacement of current Par. 1 Section 2 of the Bank's Statute:

"Bank Polska Kasa Opieki S.A. is a member of the UniCredito Italiano Banking Group. UniCredito Italiano S.p.A. has the right, in accordance with the Polish law, through the statutory authorities of the Bank, to affect activities of the Bank aimed at ensuring the stability of the Group."

with the following wording:

"Bank Polska Kasa Opieki S.A. is a member of the UniCredit Banking Group. UniCredit S.p.A. has the right, in accordance with the Polish law, through the statutory authorities of the Bank, to affect activities of the Bank aimed at ensuring the stability of the Group."

2) In par. 6 of Bank's Statute point 38 shall be added in following wording:

"38) performing of investment advice service in the scope of securities issued by the State Treasury or the National Bank of Poland, and other instruments not admitted to organized trading in financial instruments"

3) replacement of current Par. 8 of the Statute:

"1. The Ordinary General Meeting of Shareholders shall be convened by the Management Board of the Bank.

2. The Ordinary General Meeting should be held in June at least. Should the General Meeting of Shareholders be not convened by the Management Board within the time limit set out in this Statute, the Supervisory Board shall have the right to convene the Meeting.

3. The Extraordinary General Meeting of Shareholders shall be convened, if required, by the Management Board of the Bank on its own initiative or on the motion of the Supervisory Board or the shareholders representing at least 1/10 of the statutory capital. These shareholders may also require introducing specific matters in the agenda of the next General Meeting. The requests for convening the General Meeting of Shareholders and for including specific matters on the agenda of the General Meeting of Shareholders should be justified.

4. Should the Management Board not satisfy the requirements of the Supervisory Board or shareholders within two weeks from the date the requirement was submitted, respectively the Supervisory Board or the shareholders shall have the right to convene the Extraordinary General Meeting of Shareholders pursuant to the authorisation of the court."

with the following wording:

"1. The General Meeting shall be convened by way of publishing an announcement on the Bank's internet site and in a manner determined for providing current information in accordance with regulations on the public offer and terms of introducing financial instruments into the organised trading system and on public companies.

2. The Ordinary General Meeting shall be convened by the Bank Management Board.

3. The Ordinary General Meeting should be held in June at the latest. Should the General Meeting be not convened by the Management Board within the time limit set out in this Statute, the Supervisory Board shall have the right to convene the Meeting.

4. The Extraordinary General Meeting shall be convened, if required, by the Management Board of the Bank on its own initiative or on the motion of the Supervisory Board or the shareholders representing at least 1/20 of the statutory capital. These shareholders may also require introducing specific matters in the agenda of this General Meeting.

5. Should the Management Board not satisfy the requirements of the shareholders within two weeks from the date the requirement was submitted, the shareholders shall have the right to convene the Extraordinary General Meeting pursuant to the authorisation of the court.

6. The ExtraordinaryGeneral Meeting convened upon the request of the shareholders representing at least 1/20 of the statutory capital shall pass the resolution deciding on whether the costs of convening and holding the General Meeting shall be borne by the Bank.

7. The Extraordinary Meeting may also be convened by the Supervisory Board once the Supervisory Board finds such Meeting justified or by shareholders representing at least half of the statutory capital or at least half of the votes within the Bank.

8. The shareholder or shareholders representing at least 1/20 of the statutory capital mayrequire introducing specific matters in the agenda of next General Meeting. The requests for including specific matters in the agenda of the General Meeting should contain relevant justifications or the draft of a resolution concerning the proposed item of the agenda of the Meeting and shall be submitted to the Bank Management Board no later than 21 days prior to the scheduled date of the General Meeting.

9. The Management Board shall be obligated to announce instantly, but no later than 18 days prior to the scheduled date of the General Meeting, the changes to the meeting agenda introduced upon the shareholders' request. This announcement shall be made in a way appropriate to the convening of the General Meeting.

10. The shareholder or shareholders representing at least 1/20 of the statutory capital may, prior to the date of the General Meeting, submit to the Bank, in writing or by electronic means, drafts of resolutions concerning matters included in the agenda of the General Meeting or matters which are to be included in the agenda. The Bank shall instantly publish the drafts of the resolutions on the Bank's internet site.

11. Each shareholder may, during the general meeting, submit drafts of resolutions concerning the matters included in the agenda."

4) replacement of current Par. 10 Section 1 of the Statute:

"1. Shareholders may participate in the General Meeting of Shareholders in person or through their attorneys. A power of attorney to attend and vote at the General Meeting of Shareholders shall be made in writing and attached to the Minutes of the General Meeting of Shareholders, under the pain of invalidity."

with the following wording:

"1. Shareholders may participate in the General Meeting in person or through their attorneys. A power of attorney to attend and vote at the General Meeting shall be made in writing or in the electronic format and attached to the Minutes of the General Meeting."

5) marking current Par. 11 of the Statute as Par. 11 Section 1 and addition of the following section 2:

"2. The Shareholder may vote differently out of each share he or she owns."

6) replacement of current Par. 18 Items 6), 7) and 8) of the Statute:

"6)Applying to the Banking Supervisory Commission for approval to appoint two members of the Management Board, including the President of the Management Board,

7)Appointing, upon approval of the Banking Supervisory Commission, and recalling the President of the Management Board of the Bank in a secret ballot,

8)Appointing and recalling in a secret ballot at the request of the President of the Management Board, the Deputy Presidents and members of the Management Board of the Bank, including the appointment of one member of the Management Board upon obtaining the approval of the Banking Supervisory Commission."

with the following wording:

"6) Applying to the Financial Supervision Authority for approval to appoint two members of the Management Board, including the President of the Management Board,

7) Appointing, upon approval of the Financial Supervision Authority, and recalling the President of the Management Board of the Bank in a secret ballot,

8) Appointing and recalling in a secret ballot at the request of the President of the Management Board, the Deputy Presidents and members of the Management Board of the Bank, including the appointment of one member of the Management Board upon obtaining the approval of the Financial Supervision Authority."

7) replacement of current Par. 20 Section 1 of the Statute:

"1. The Management Board consists of 5 to 9 members.

The Management Board of the Bank shall consist of the:

1) President of the Management Board of the Bank,

2) Deputy Presidents of the Management Board of the Bank,

3) Members of the Management Board of the Bank."

with the following wording:

"1. The Management Board consists of 5 to 9 members.

The Management Board of the Bank shall consist of the:

1) President of the Management Board of the Bank,

2) Deputy Presidents of the Management Board of the Bank, including the First Vice President of the Bank Management of the Bank,

3) Members of the Management Board of the Bank."

8) replacement of current Par. 22 Section 1 of the Statute:

"1. The President of the Management Board shall:

1) Manage operations of the Management Board of the Bank,

2) Convene and preside over meetings of the Management Board,

3) Present the standpoint of the Management Board towards the organs of the Bank and in external relations, in particular towards the State organs,

4) Issue internal orders, rules of procedure and other regulations governing the Bank's operations. The President of the Management Board may authorize other persons to issue internal regulations of the Bank,

5) Supervise the activity of basic organizational cells of the Head Office of the Bank performing tasks in the terms of: internal audit, legal service, macroeconomic analysis, corporate communication and the President's Office."

with the following wording:

 "1. The President of the Management Board shall:

1) Manage operations of the Management Board of the Bank,

2) Convene and preside over meetings of the Management Board,

3) Present the standpoint of the Management Board towards the organs of the Bank and in external relations, in particular towards the State organs,

4) Performs general supervision over the activity of the First Vice-President of the Bank's Management Board,

5) Issue internal orders, rules of procedure and other regulations governing the Bank's operations. The President of the Management Board may authorize other persons to issue internal regulations of the Bank,

6) Supervise the activity of basic organizational cells of the Head Office of the Bank performing tasks in the terms of: internal audit, legal service, compliance office, macroeconomic analysis, corporate communication and the President's Office."

9) obtaining Par. 22 section 3 of the Statute, following wording:

"3. The First Vice President of the Management Board, the key competence of whom include the supervision of Bank's operational activities, human resources management and investor relations, as well as the coordination, according to the Bank's internal regulations, of retail and corporate banking activities, finance and risk management, is appointed upon the approval of the Financial Supervision Authority."

10) marking current Par. 22 sections 3, 4 and 5 of the Statute as Par. 22 Sections 4, 5 and 6

11) replacement of current Par. 22 Section 4:

"The Management Board of the Bank in the framework limited by the rules of the binding Polish law submits to UniCredito Italiano S.p.A. as the parent company all required information and data."

with the following wording:

"The Management Board of the Bank in the framework limited by the rules of the binding Polish law submits to UniCredit S.p.A. as the parent company all required information and data."

12) replacement of current Par. 23 of the Statute:

"The Management Board of the Bank may issue commercial powers of attorney only to employees of the Bank and other employees belonging to the UniCredito Italiano Banking Group. The commercial power of attorney may be revoked by any member of the Management Board."

with the following wording:

"The Management Board of the Bank may issue commercial powers of attorney only to employees of the Bank and other employees belonging to the UniCredit Banking Group. The commercial power of attorney may be revoked by any member of the Management Board."

13) replacement of current Par. 40 of the Statute:

"Obligatory notices, including notices on convening the General Meeting of Shareholders shall be published by the Management Board of the Bank in the "Court and Business Monitor".The financial report shall be published in the official journal: Dziennik Urzędowy Rzeczypospolitej Polskiej "Monitor Polski B"."

with the following wording:

"Obligatory notices which must be published according to the Commercial Companies Code, excluding the notice specified in Par. 8 Section 1 of the Statute, shall be published by the Management Board of the Bank in the "Court and Business Monitor (Monitor Sądowy i Gospodarczy)". The financial report shall be published in the Official Journal: Dziennik Urzędowy Rzeczypospolitej Polskiej "Monitor Polski B"."

Additionally,the Management Board of the Bank informs that, the Ordinary General Meeting of the Bank authorized the Supervisory Board of the Bank to determine the uniform text of Statute of the Bank, including amendments.

Legal basis:

Section 38 subsection 1 clause 2 of the Finance Minister's Ordinance of the 19th of February 2009 regarding current and periodic reports published by the issuers of securities and the rules of equal treatment of the information required by the laws of non-member states (J.L. no. 33 item. 259 with later amendments).