Report No. 34/2015

Legal basis:

§ 38.1.1 of the Regulation of the Minister of Finance dated 19 February 2009 on  current and periodic information published by issuers of securities and on the conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state, in connection with Article 402⁽¹⁾ and Article 402⁽²⁾ of the Commercial Companies Code   

Contents of the report:

Announcement of the Management Board of  Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna on convening the Annual General Meeting

Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna with its registered office in Warsaw, ul. Puławska 15, 02-515 Warsaw, registered in the register of entrepreneurs of the National Court Register by the District Court for the Capital City of Warsaw, 13th Commercial Division of the National Court Register under No. KRS 0000026438; tax identification No. NIP: 525-000-77-38, with a share capital (fully paid up) of PLN 1,250,000,000.

Date, hour and venue of the general meeting; detailed agenda

The Management Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna (“PKO Bank Polski S.A.” or the “Bank”) acting pursuant to Article 399 § 1 in conjunction with Article 395 § 1 of the Commercial Companies Code, hereby convenes the Annual General Meeting of PKO Bank Polski S.A. to be held on 25 June 2015 at 10:00 hours in Warsaw at ul. Puławska 15 (“Annual General Meeting”) with the following agenda:

1)    opening the Annual General Meeting,

2)    electing the Chairman of the Annual General Meeting,

3)    acknowledging the correct convention of the Annual General Meeting and its authority to adopt binding resolutions,

4)    adopting an agenda,

5)    considering the PKO Bank Polski S.A. Directors’ Report for the year 2014, considering financial statements of PKO Bank Polski S.A. for the year ended 31 December 2014 and a motion of the Management Board regarding the distribution of the profit earned by PKO Bank Polski S.A. in 2014 and of  unappropriated profit  of previous years,

6)    considering the PKO Bank Polski S.A. Group  Directors’ Report for the year 2014 and considering consolidated financial statements of the PKO Bank Polski S.A. Group for the year ended 31 December 2014,

7)    considering the Supervisory Board report of Powszechna Kasa Oszczędności Bank Polski Spółki Akcyjna concluding an assessment of: the financial statements of PKO Bank Polski S.A. for the year ended 31 December 2014, the  PKO Bank Polski S.A. Directors’ Report for the year 2014, the motion of the Management Board regarding the distribution of the profit earned by PKO Bank Polski S.A. in 2014 and unappropriated profit of previous years, and a Supervisory Board’s report on its activities as a governing body in 2014,

8)    adopting resolutions on the following matters:

a)    approving the PKO Bank Polski S.A. Directors’ Report for the year 2014,

b)    approving the financial statements of PKO Bank Polski S.A. for the year ended 31 December 2014,

c)     approving the PKO Bank Polski S.A. Group Directors’ Report for the year 2014,

d)    approving the consolidated financial statements of PKO Bank Polski S.A. Group for the year ended 31 December 2014,

e)     approving the report of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółki Akcyjna for 2014,

f)      distribution of the profit earned by PKO Bank Polski S.A. in 2014 and unappropriated profit of previous years,

g)    granting the vote of acceptance to the performance of duties by members of the Management Board for 2014,

h)    granting the vote of acceptance to the performance of duties by members of the Supervisory Board for 2014,

i)      granting the vote of acceptance to the performance of duties by members of the management board of taken over company Nordea Bank Polska S.A. for 2014,

j)      granting the vote of acceptance to the performance of duties by members of the supervisory board of taken over company Nordea Bank Polska S.A. for 2014,

9)     adopting a resolution regarding adoption for use of the ‘Principles of corporate governance for supervised institutions’,

10)   adopting a resolution on amendments to the Articles of Association of Powszechna Kasa Oszczędności Bank Polski S.A.,

11)  adopting a resolution on approval of amendments to the Rules and Regulations of the Supervisory Board,

12) closing the meeting.

Contemplated amendments to the Articles of Association of Powszechna Kasa Oszczędności Bank Polski S.A.

1)       sub-§ 1.1 shall receive the following wording:

“1.      Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, further in the Articles of Association referred to as the ‘Bank’, is a bank that conducts its activities pursuant to generally applicable laws, best practices adopted by the Bank for application and this Articles of Association, at preservation of the Bank’s national character.”;

previous wording of § 1.1

“1.      Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, further in the Articles of Association referred to as the ‘Bank’, is a bank that conducts its activities pursuant to generally applicable laws, good practices pertaining to the banking industry adopted by the Bank for application and this Articles of Association, at preservation of the Bank’s national character.”;

2)       sub-§ 4.1 point 9 shall receive the following wording:

“9) provision of the following payment services:

a)     acceptance of cash payments to and cash disbursements from payment accounts, and all actions required for operating accounts;

b)     execution of payment transactions, including the transfer of funds to payment accounts of user suppliers or other suppliers:

      -   through provision of direct debit services, including one-off direct debits,

      -   with the use of payment cards or similar payment instruments,

      -    through provision of payment order services, including standing orders;

c)      execution of payment transactions specified in letter ‘b’, through allocation of funds made available to users through loans;

d)     issuance of payment instruments;

e)      enabling execution of payment transactions initiated by the merchant or through their intermediation with employment of  the payee’s payment instrument, in particular through servicing authorisations, transfer to payment card issuers or payment systems of the payees’ or merchants’ payment orders, for the purpose of the funds owed to the merchant;

f)       provision of money transfer services,”

previous wording of § 4.1 point 9:

“9) issuing payment cards and performing operations with such cards;”

3)       in sub-§ 4.1 point 12, the word “instrument” is deleted,

previous wording of § 4.1 point 12:

“12) issuing the electronic money instrument;”

4)       in sub-§ 4.1 point 13, before the word “activities” the word “commissioned” will be added,

previous wording of § 4.1 point 13:

“13) performing activities relating to issue of securities;”

5)       in sub-§ 4.2, point 5 is deleted,

previous wording of § 4.2 point 5:

“5) providing financial services in respect of customer acquisition within the meaning of the Act on Organisation and Operation of Pension Funds;”

6)       in sub-§ 9.1 point 6, the full stop is replaced with a comma and point 7 is added, with the following wording:

“7)      assessment whether the compensation policy followed by the Bank is conducive to its development and operational safety.”,

7)       in sub-§ 15.1 point 12, letter ‘e’ is deleted,

previous wording of § 15.1 point 12 letter ‘e’:

“e) performance of any act by the Bank, as a result of which the sum of receivables of the Bank and the off-balance sheet commitments exposed to the risk of a state-owned legal person or a company with the State Treasury as the majority shareholder and entities linked by participation or control with such legal person or company would exceed 5% of the equity of the Bank;”

8)       in sub-§ 15.1 point 13, the full stop is replaced with a comma and points 14 – 16 are added, with the following wording:

“14)      assessment of the compensation policy followed by the Bank and presentation of a report on the subject to the General Meeting,

 15)      opinions on the ‘Principles of corporate governance for supervised institutions’ followed by the Bank,

16)       arising from the resolutions and recommendations of the financial supervision authority applied by the Bank.”,

9)        in sub-§ 17.4, the first sentence shall receive the following wording:

“The Supervisory Board can adopt resolutions in writing (by circulation) or with employment of direct remote communication, with the exception resolution on matters referred to in sub-§ 15.1 points 1-3, 5 and 7-9 and resolutions adopted by secret ballot.”,

previous wording of § 17.4 (the first sentence):

“The Supervisory Board can adopt resolutions in writing (by circulation) or with employment of direct remote communication, with the exception resolution on matters referred to in sub-§ 15.1 points 1-3, 5, 7-9 and 12 and resolutions adopted by secret ballot.”,

10)    sub-§ 17a.1 shall receive the following wording:

“1.      The Supervisory Board shall appoint from among its members the Audit Committee and the Remuneration Committee. The Supervisory Board may also appoint other committees from among its members.”,

previous wording of § 17a.1:

“1.  The Supervisory Board shall appoint from among its members the Audit Committee; it may also appoint other committees from among its members.”

11)    § 21 shall receive the following wording:

Ҥ 21

1.    The following will be authorised to submit statements of intent on behalf of the Bank:

1)   President of the Management Board independently,

2)   two Management Board members jointly or one Management Board member together with a proxy,

3)   two proxies acting jointly,

4)   proxies acting independently or jointly within the limits of authorisation granted to them.

2.     The Bank shall grant joint powers of attorney which will authorise acting together with another proxy or Management Board member.”,

previous wording of § 21:

Ҥ 21

The following will be authorised to submit statements of intent on behalf of the Bank:

1)     President of the Management Board independently,

2)     two Management Board members jointly or one Management Board     member together with a proxy,

3)     proxies acting independently or jointly within the limits of authorisation granted to them.

12)    § 25 shall receive the following wording:

Ҥ 25

1.     The decisions and internal regulations of the Bank on matters:

1)   within the competence of the General Meeting – are issued in the form of resolutions of the General Meeting adopted in accordance with the relevant provisions of law, the Articles of Association and the Rules and Regulations of the General Meeting,

2)   within the competence of the Supervisory Board – are issued in the form of resolutions the Supervisory Board adopted in accordance with the relevant provisions of law, the Articles of Association and the Rules and Regulations of the Supervisory Board,

3)   within the competence of the Management Board:

a)       requiring in accordance with the law, the Articles of Association or the Rules and Regulations of the Management Board the collegiate action the Management Board – are issued in the form of resolutions of the Management Board adopted in accordance with the relevant provisions of law, the Articles of Association and the Rules and Regulations of the Management Board,

b)not requiring a resolution of the Management Board and which in accordance with the Articles of Association and the Rules and Regulations of the Management Board fall into the competence of the President of the Management Board – are issued in the form of an order,

c) not requiring a resolution of the Management Board and which in accordance with the Articles of Association, the Rules and Regulations of the Management Board and an order of the President of the Management Board and transferred into the competence of respective Management Board members – are issued in the form of decisions or the relevant members of the Management Board,

d)in matters other that those provided under letters a-c above – are issued by persons or competent bodies, in keeping with relevant resolutions of the Management Board.

2. The detailed procedures for issuing the Bank’s internal regulations on the matters referred to in § 25.1 point 3 shall be determined by resolution of the Management Board and separate internal regulations issued on the basis of relevant resolutions.”,

previous wording of § 25:

                                                   “§ 25

1.  The governing bodies of the Bank shall issue the following internal regulations:

1)    resolutions – the Supervisory Board and the Management Board;

2)    orders – the President of the Management Board;

3)     decisions – the entities authorised under separate internal regulations.

2.  Defining the banking products and other banking and financial services shall require a resolution of the Management Board.

3.  The procedure of issuing internal regulations shall be specified in separate provisions.”

13)    sub-§ 26.6 shall receive the following wording:

“6.      The internal audit unit and the compliance unit shall be independent, and report directly to the President of the Management Board.”,

previous wording of § 26.6:

“6.   The internal audit unit shall be independent and report directly to the President of the Management Board.”

14)    sub-§ 26.7 shall receive the following wording:

“7.      Appointment and dismissal of the internal audit unit director and the compliance unit director will require prior approval of the Supervisory Board.”.

previous wording of § 26.7:

“7.   Appointment and dismissal of the internal audit unit director will require prior approval of the Supervisory Board.”

Shareholders’ right to request that certain matters be placed on the agenda of the Annual General Meeting

A shareholder or shareholders representing no less than one-twentieth of the share capital of the Bank may request adding new items to the agenda of the Annual General Meeting. Such requests should be submitted to the Management Board of the Bank no later than twenty one days prior to the scheduled date of the meeting.

Such a request should provide a substantiation or a draft resolution concerning the proposed new item on the agenda.

The requests may be submitted in writing (that is delivered personally, upon confirmation of receipt, or sent to the Bank with a confirmation of dispatch and confirmation of receipt requested) to the following address: Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna with its registered office in Warsaw,             ul. Puławska 15, 02-515 Warsaw, Investor Relations Office, or by electronic mail to the e-mail address wza@pkobp.pl. The proof that the above-mentioned request was submitted in due time will be the date of its receipt by the Bank or, if sent by e-mail, on the date of delivery of the relevant e-mail to the Bank’s electronic mail system (e-mail server). The requests should be made on duly completed and signed forms downloaded from the Bank’s web page. If a request is to be sent by e-mail, the form and all attached documents should be attached to the e-mail in the PDF format.

A shareholder or shareholders who request adding items to the agenda of the meeting should deliver, together with the request, documents confirming their identity and the authority to request adding items to the agenda of the Annual General Meeting, in particular:

1) a deposit certificate or a certificate of right to participate in the Annual General Meeting issued by an entity keeping a securities account pursuant to the regulations on trading in financial instruments, confirming that the certificate holder is a shareholder of the Bank and on the date of making the request he holds an adequate number of shares,

2) with respect to a shareholder being a natural person – a copy of an identity card, passport or another document confirming his identity,

3) in case of a shareholder other than a natural person –a current extract from the relevant register or other documents confirming the authorization to represent the shareholder.

The obligation to attach the above-mentioned documents concerns the shareholders making requests either in writing or by e-mail. The documents should be attached in a form appropriate for the form of the request (as hard copies or scans converted to PDF).

If it is a proxy acting on behalf of a shareholder or shareholders who submits a request for placement of certain matters on the meeting agenda, then along with that request, the proxy is required to present in the manner specified above documents confirming his/her authorisation to act on behalf of the shareholder or shareholders. The Bank may take such actions as will be necessary to identify the shareholder or shareholders and verify the validity of the shareholder’s or shareholders’ right to above-mentioned request.

The Management Board of the Bank shall promptly, and in no event later than eighteen days prior to the scheduled date of the Annual General Meeting, announce changes to the agenda implemented at the request of a shareholder or shareholders. The new amended agenda will be published on the Bank’s web site www.pkobp.pl

Shareholders’ right to submit draft resolutions

Before the date of the Annual General Meeting a shareholder or shareholders representing no less than one-twentieth of the share capital of the Bank may submit to the Bank in writing (that is deliver personally, upon confirmation of receipt, or send to the Bank with a confirmation of dispatch and confirmation of receipt requested) to the following address: Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna with its registered office in Warsaw, ul. Puławska 15, 02-515 Warsaw, Investor Relations Office, or by electronic mail to the e-mail address wza@pkobp.pl draft resolutions concerning any items on the agenda of the Annual General Meeting, or matters that are to be added to the agenda.

The submitted draft resolutions should be made on duly completed and signed forms downloaded from the Bank’s web page. If a submission is to be made by e-mail, the form and all attached documents should be attached to the e-mail in the PDF format.

A shareholder or shareholders who submit draft resolutions should deliver, together with the request, documents confirming their identity and the authority to submit draft resolutions, in particular:

1) a deposit certificate or a certificate of right to participate in the Annual General Meeting issued by an entity keeping a securities account pursuant to the regulations on trading in financial instruments, confirming that the certificate holder is a shareholder of the Bank and on the date of making the request he holds an adequate number of shares,

2) with respect to a shareholder being a natural person – a copy of an identity card, passport or another document confirming his identity,

3) in case of a shareholder other than a natural person –a current extract from the relevant register or other documents confirming the authorization to represent the shareholder.

The obligation to attach the above-mentioned documents concerns the shareholders making requests either in writing or by e-mail. The documents should be attached in a form appropriate for the form of the request (as hard copies or scans converted to PDF).

If it is a proxy acting on behalf of a shareholder or shareholders who submits a draft resolution, then along with that submission, the proxy is required to present in the manner specified above documents confirming his/her authorisation to act on behalf of the shareholder or shareholders. The Bank may take such actions as will be necessary to identify the shareholder or shareholders and verify the validity of the shareholder’s or shareholders’ right to submit the projects of the resolutions.

Additionally, during the Annual General Meeting itself each shareholder may propose draft resolutions concerning the matters on the agenda of the meeting. 

The manner of voting by proxy

A shareholder may participate in the Annual General Meeting and exercise their right to vote in person or by proxy.

Proxy powers to participate in the Annual General Meeting and to exercise the right to vote must be conferred in writing or the electronic form.

Proxy powers conferred in writing or the electronic form should include: precise identification of the shareholder and principal (specification of a given name and surname, the series and number of an identification card or a passport, the PESEL No. – in respect of natural persons; and the firm (name), the registered office and the number of KRS or of another register – in respect of legal persons or other organisational units); the date of granting of the power of attorney and specification of its scope, and of the date of general meeting at which the proxy would be exercised; and specification whether the power of attorney is valid only on the opening date of the Annual General Meeting or until its actual closing.

Proxy powers conferred in writing:

If the shareholder confers the proxy powers in writing, the proxy holder is required to do the following at the preparation of the attendance list of the persons authorised to participate in the Annual General Meeting:

- to submit the original copy of the power of attorney (or a set of the power of attorney documents) or a copy of the power of attorney notarised or officially certified, or its transcript prepared in compliance with applicable law; for the purpose of appending to the minutes,

- to present a document  that enables identification of the proxy holder.

The shareholder proxies who are not natural persons should additionally submit copies of documents which demonstrate the authorisation of the persons conferring the power of attorney to act on behalf of a shareholder, while at the same time presenting the original documents. The persons conferring the power of attorney should appear in the current or full excerpt from the relevant shareholder registry, from which the authorisation to act on behalf of the shareholder on the date of granting the power of attorney will follow.

If any of the documents demonstrating the authority to act on behalf of a shareholder is prepared in a language other than Polish, such a document must have appended to it its translation into the Polish language prepared by a certified translator.

Proxy powers conferred in the electronic form:

Proxy powers conferred in the electronic form do not require a secure electronic signature verified with a valid qualified certificate.

The Bank must be notified of the proxy powers conferred in the electronic form through employment of electronic communication means in the form of information sent to e-mail address of wza@pkobp.pl, while making every effort to enable effective verification of the power of attorney validity.

The information on the conferring of the power of attorney should include the content of such granted power of attorney. The power of attorney in the electronic form that incorporates the elements specified above may also be prepared in writing and sent to the indicated e-mail address in the PDF format. Moreover, the notification on conferring the power of attorney should specify the telephone numbers and e-mail addresses of the shareholder and of their proxy, which the Bank can use to contact the shareholder and their proxy.

Together with the notification on the conferring of the power of attorney in the electronic form,  the shareholder will send the following in the PDF format:

- the scan of an identification card, a passport or another officially issued document that allows identification of the shareholder as the principal and of the appointed proxy – when the shareholder is a natural person,

- the scan of an excerpt from the relevant register in which the principal is registered  – when the shareholder is not a natural person.

The persons conferring the power of attorney on behalf of a shareholder who is not a natural person should appear in the current or full excerpt from the relevant shareholder registry, from which the authorisation to act on behalf of the shareholder on the date of granting the power of attorney would follow.

If any of the sent documents demonstrating the capacity to act on behalf of a shareholder is prepared in a language other than Polish, such a document much be complemented with a scan of its translation into the Polish language prepared by a certified translator.

If the shareholder confers the proxy powers in the electronic form, the proxy holder is required, at the preparation of the attendance list of the persons authorised to participate in the Annual General Meeting, to present a document that enables identification of the proxy holder.

The Bank will take appropriate action for the purpose of identifying a shareholder and a proxy in order to verify the validity of the powers of attorney granted in the electronic form. Such a verification may involve in particular a response question in the electronic or telephone call form addressed to the shareholder or proxy with the aim of confirming the fact of the power of attorney being granted and its scope. In case of any doubt, the Bank may undertake further actions with the aim of verifying the validity of the powers of attorney granted in the electronic form and the identity of the shareholder and proxy. The Bank will deem the failure to provide a response to a question asked in the course of the verification process as a case of failure to verify the power of attorney, which will constitute grounds for the refusal of admission of a proxy to participate in the Annual General Meeting.

In the case of any emerging doubts about the empowerment of a person to act on behalf of a shareholder, the Management Board of the Bank reserves the right to demand the presentation, at the preparation of the attendance list of the persons authorised to participate in the Annual General Meeting, of the original documents which corroborate the empowerment of a given person to act on their behalf.

A Bank Management Board member or an employee of the Bank may be proxies of a shareholder at the Annual General Meeting.

If a proxy at the Annual General Meeting is a Bank Management Board member, a member of the Supervisory Board of the Bank, its receiver or liquidator, employee or a member of any of its governing bodies, or an employee of the Bank’s subsidiary, that person’s power of attorney may confer on them the power to represent limited to only one general meeting. Such a proxy is obliged to disclose to the shareholder any circumstances indicative of the presence of the possibility of occurrence of a conflict of interest. The Bank will be barred from granting any subsequent power of attorney in such a case. Such a proxy shall vote in accordance with the instructions provided by the shareholder.

The forms required while seeking to execute the right to vote via a proxy are available through the Bank’s website of www.pkobp.pl.

Participation in the Annual General Meeting through electronic means of communication

The Bank does not offer the possibility to participate in the Annual General Meeting through electronic means of communication.

                                          

Taking floor at the Annual General Meeting through electronic means of communication

The Bank does not offer the possibility to take floor at the Annual General Meeting through electronic means of communication.

Voting by mail or electronic means of communication

The Bank does not offer the possibility to vote using mail or electronic means of communication.

Date of registration of attendance at the Annual General Meeting

The date of registration of attendance at the Annual General Meeting is 9 June 2015 (the “Record Date”).

The right to participate in the Annual General Meeting

Only the persons who are shareholders of the Bank on the Record Date have the right to participate in the Annual General Meeting.

The persons authorised to exercise rights attached to registered shares and temporary certificates as well as the pledgees and usufructors authorised to exercise voting rights may participate in the Annual General Meeting if they are registered in the share register on the Record Date. 

At the request of a holder of dematerialized bearer shares of the Bank submitted not earlier than after the publication of the notification on convening the Annual General Meeting and not later than on the first business day following the Record Date, that is not later than on 10 June 2015, the entity keeping the securities account shall issue a registered certificate confirming the right to participate in the general meeting. 

The Bank points out that the Annual General Meeting can only be attended by the persons who:

a) were shareholders of the Bank on the Record Date, that is on 9 June 2015;

and

b) not earlier than after the publication of the notification on convening the Annual General Meeting and not later than on the 10 June 2015, requested the entity keeping the securities account to issue a registered certificate confirming the right to participate in the general meeting.

A list of the shareholders authorised to participate in the Annual General Meeting will be made available at the premises of the Management Board of the Bank at ul. Puławska 15, 02-515 Warsaw, between 10:00 and 14:00 hours for three business days preceding the date of the General Meeting, that is 22 - 24 June 2015.

A shareholder of the Bank may request that a list of the shareholders authorised to participate in the Annual General Meeting be sent to him free of charge by e-mail, stating the e-mail address to which the list should be sent.

In demanding that the list of shareholders be made available at the premises of the Bank or sent by e-mail, the demanding shareholder should identify himself and authenticate his status as a shareholder of the Bank. This can be achieved by presenting the certificate confirming the right to participate in the Annual General Meeting or the deposit certificate.

The persons authorised to participate in the General Meeting are requested to register and collect voting cards/devices immediately before the meeting room, one hour before the commencement of the meeting.

Access to documents

The draft resolutions proposed by the Management Board of the Bank to be adopted by the Annual General Meeting with substantiations and opinions of the Supervisory Board of the Bank, as well as the full text of documents to be presented to the Annual General Meeting will be published on a Bank’s web site at such time as will make it possible to read and evaluate these documents.

Nominees for the Bank’s corporate bodies and draft resolutions submitted in compliance with the Commercial Companies Code by the duly authorised shareholder or shareholders prior to the date of the Annual General Meeting will be published by the Bank on its web site promptly upon receiving them.

If no resolutions are proposed to be adopted, comments of the Management Board of the Bank or the Supervisory Board of the Bank concerning the items on the agenda of the Annual General Meeting, or the matters that are to be added to the agenda prior to the date of the Annual General Meeting, will be made available on the Bank’s web site promptly upon their completion.

Information regarding the Annual General Meeting is available on the web site www.pkobp.pl

***

The Management Board of the Bank publishes, in the form of attachments to this report, the contents of draft resolutions with rationales and not published attachments to the draft resolutions that will form an agenda of the Annual General Meeting.