Report No. 24/2016

Legal basis:

Paragraph 38.1.2a of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and on conditions under which such information may be recognised as being equivalent to information required by the regulations of law of a state which is not a member state.

The report:

The Management Board of PKO Bank Polski S.A. (“PKO Bank Polski” or “Bank”) hereby informs that on 20 April 2015 PKO Bank Polski learnt that the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register registered the amendments to the Bank’s Articles of Association, adopted by the Resolution No. 16/2016 of the Extraordinary General Meeting of 25 February 2016 (submitted by the Bank to the public in the Current Report No. 11/2016 of 25 February 2016). To make these amends to the Articles of Association, the Bank has obtained authorization of the Polish Financial Supervisory Authority.

The Articles of Association of the Bank were amended as follows:

1)     sub-§ 15.1 point 8  received the following wording:

“appointment and dismissal, by secret ballot of Vice - Presidents and other members of the Management Board,”

previous wording of § 15.1 point 8 of the Articles of Association:

“appointment and dismissal, at the motion of the President of the Management Board, by secret ballot, of Vice - Presidents and other members of the Management Board,”

2)       in sub-§ 19 item 4  is deleted

previous wording of § 19.4 of the Articles of Association:

“A member of the Management Board may be dismissed only for important reasons.”

3)       in sub-§ 23.1 point 4  is deleted

previous wording of § 23.1 point 4 of the Articles of Association:

“determine the assignment of the individual areas of the Bank’s operations to the members of the Management Board, subject to Clause 4,”

4)       in sub-§ 23.1 point 7  is deleted

previous wording of § 23.1 point 7 of the Articles of Association:

“present motions to the Supervisory Board for appointment and dismissal of the Vice-Presidents and other members of the Management Board,”

5)       sub-§ 23.3  received the following wording:

“During the absence of the President of the Management Board his or her duties shall be fulfilled by a member of the Management Board with responsibility for the risk area. In the event of the absence of the President of the Management Board and the member of the Management Board with responsibility for the risk area, the duties of the President of the Management Board shall be fulfilled by the member of the Management Board appointed by the President of the Management Board. In the absence of such appointment, the duties of the President of the Management Board shall be fulfilled by the member of the Management Board who is first in alphabetical order by surname.”

previous wording of § 23.3 of the Articles of Association:

“During the absence of the President of the Management Board his or her duties shall be fulfilled by a member of the Management Board appointed by the President of the Management Board.”

On 22 March 2016 the Bank’s Supervisory Board adopted the consolidated version of the Bank’s Articles of Association which incorporates the above mentioned amendments (about which the Bank has reported in Current Report No. 22/2016).