Report No. 43/2015

Legal basis:

Paragraph 5.1.21 and 22 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

The report:

The Management Board of PKO Bank Polski S.A. (“Bank”) hereby informs that on 25 June 2015, pursuant to Art. 385 §1 of the Commercial Companies Code, the Bank’s Annual General Meeting dismissed a member of the Bank’s Supervisory Board Mr Jarosław Klimont.

At the same time, the Management Board of the Bank hereby informs that on 25 June 2015 Mr Tomasz Zganiacz– a Vice-Chairman of the Supervisory Board of the Bank – resigned from the position of the member of Supervisory Board of the Bank as of 25 June 2015.

Moreover, the Management Board of the Bank hereby informs, that pursuant to Art. 385 § 1 of the Commercial Companies Code, the Bank’s Annual General Meeting  on 25 June 2015 - appointed Ms Małgorzata Dec-Kruczkowska and Mr Krzysztof Kilian as members of the Bank’s Supervisory Board.

The State Treasury as the Authorised Shareholder, pursuant to paragraph 12.1 of the Bank’s  Articles of Association, appointed Mr Mirosław Czekaj - for the position of the Vice-Chairman of the Bank’s Supervisory Board.

Information about the appointed Supervisory Board members:

Małgorzata Dec-Kruczkowska, PhD

Is a doctor of economics - expert on corporate finance. Her PhD dissertation defended in 2008 at the School of Economics in Warsaw is devoted to the research on the impact of compulsory social insurance on the development of entrepreneurship.

 She has many years of professional experience which include expert and managerial positions in the energy, finance and commerce sector.

 For nearly six years, she has been working in the Ministry of Treasury, where he holds the position of Director of the Analyses Department. In the Ministry of Treasury, she has been developing privatisation plans, shareholder supervision principles and best practices. She coordinates preparation of economic and financial analyses of companies and corporate valuations acceptance. She is also responsible for the coordination of planning and implementation of privatisation and dividend revenues from companies, including the stock-exchange quoted ones.

Since November 2014, she was President of the Supervisory Board of Kompania Węglowa S.A. Previously, she was President of the RUCH S.A. Management Board, she was President of the Supervisory Boards of Agencja Rozwoju Przemysłu S.A., PGE Polska Grupa Energetyczna S.A., RUCH S.A. and Nafta Polska S.A. etc. As part of her work in the governing bodies of these companies, she carried out activities in the field of financial audit, strategic investments, renegotiation of trade contracts, she was responsible for reviewing and evaluating the effectiveness of projects implemented in the companies.

She is the co-author of academic textbooks and academic publications in the field of finance.

Krzysztof Kilian

Graduate of the Gdańsk University of Technology Faculty of Mechanical Engineering and Technology. Began his professional career at the “Wisła” shipyard in Gdańsk in 1983. After 1989

he took an active part in the Polish political transformation, first as a Department Head in Jan Krzysztof Bielecki’s government, and then (in 1992-1993) as Communications Minister. Employed at Bank Handlowy between 1994 and 1997. Acted as advisor on matters concerning

Poland at the Morgan Stanley Dean Witter investment bank (1997-1998), and at ING Barings

(1999-2000), providing advice on mergers and takeovers. Until 2008 he also ran his own company which implemented telecommunications projects for PZU, PKO BP, BZWBK S.A., Siemens, Asseco, Prokom, Nokia and others. Between 2008 and 2011 he was Vice-Chairman of

the Board of Polkomtel S.A. in charge of marketing and customer relations. His duties included

preparing and coordinating the sale of Polkomtel S.A. Between 2012 and 2013 he headed PGE

Polska Grupa Energetyczna S.A. as Chairman of the Board. From 2013 he provides his own business activity.

Possesses extensive experience in matters of corporate oversight, having served on the supervisory boards of PKO BP, TFI PZU, KGHM, BPH, PGF S.A. and Poczta Polska. Currently he is a member of CD Projekt S.A. Supervisiory Board.

Moreover, the Management Board of the Bank hereby informs that according to the submitted statements none of the appointed persons conducts:

-        any business competitive to the business of the Bank;

-        participates in any business competitive in respect of the Bank as a partner in a partnership;

-        is a member of a governing body of a company competing with the Bank or a member of any other governing body of legal person competing with the Bank;

-        is registered in the Register of Insolvent Debtors.