2006-03-20

Legal basis: § 39.1.1 of the Ordinance of the Minister of Finance of 19th October, 2005 on current and periodical information provided by the issuers of securities Contents of the report: Acting under Art. 399.1 of the Commercial Companies Code the Management Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna has convened the Ordinary General Meeting of Shareholders as at 18th April, 2006, 11 a.m., in Bank’s seat at 15 Puławska st., Warsaw. Agenda

  1. Opening of the Ordinary General Meeting of Shareholders.
  2. Electing the Chairman of the Ordinary General Meeting of Shareholders.
  3. Declaring that the Ordinary General Meeting of Shareholders was duly convened and is capable of adopting valid resolutions.
  4. Adopting the agenda.
  5. Considering the report of the Management Board on the activities of the Bank in the year 2005 including information on the activities of the Management Board of the Bank as the governing body as well as considering the financial statements of the Bank for the year 2005 and the motion of the Management Board of the Bank on the distribution of the profit earned by the Bank in the year 2005 and the undistributed profit from the preceding years.
  6. Considering the report of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna including the results of evaluation of: the report of the Management Board on the activities of the Bank in the year 2005, the financial statements of the Bank for the year 2005 , the motion of the Management Board of the Bank on the distribution of the profit earned by the Bank in the year 2005 and the undistributed profit from the preceding years and the report on the activities of the Supervisory Board as the company’s body for the year 2005.
  7. Adopting resolutions on:
    1. approving the report of the Management Board on the activities of the Bank in the year 2005,
    2. approving the financial statements of the Bank for the year 2005,
    3. approving the report of the Supervisory Board on the activities of the Supervisory Board in the year 2005,
    4. the distribution of the profit earned by the Bank in the year 2005 and the undistributed profit from the preceding years,
    5. the payment of dividend for the year 2005,
    6. the recognition of the due performance of duties vested in the members of the Management Board in the year 2005,
    7. granting the annual bonus to the Chairman of the Management Board of the Bank for the year 2005,
    8. the recognition of the due performance of duties vested in the members of the Supervisory Board in the year 2005.
  8. Considering the report on the activities of the PKO BP SA Capital Group in the year 2005 and the consolidated financial statements of the PKO BP SA Capital Group for the year 2005 and adopting the resolutions on:
    1. approving the report on the activities of the PKO BP SA Capital Group in the year 2005,
    2. consolidated financial statements of the PKO BP SA Capital Group for the year 2005.
  9. Adopting resolutions on amendments to the Articles of the Bank’s Corporate Charter.
  10. Adopting resolutions on changes of Bank’s Supervisory Board.
  11. Adopting resolutions on the approval to a disposal of the Bank’s organized part – Bank’s hotels and offsite training centres.
  12. Closing the General Meeting.

The Management Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna informs that the owners of the bearer shares may participate in the General Meeting provided that not later than one week prior to the date of the General Meeting i.e. 10th April, 2006 they will have deposited at the seat of the Bank at 15 Puławska st., 02-515 Warszawa, the bearer share certificates issued by the entities maintaining securities accounts and will not collect them until the General Meeting is closed. The holders of the registered shares, the pledgees and the users enjoying voting rights may participate in the General Meeting provided they will have been entered in the share register not later than one week prior to the date of the General Meeting i.e. 10th April, 2006. The registered share certificates may be deposited between 5th and 10th April, 2006, (during business days) from 9 a.m. to 3 p.m. The list of the shareholders entitled to participate in the General Meeting will be displayed at the seat of the Bank at 15 Puławska st., 02-515 Warszawa, on the ground floor, from 9 a.m. to 3 p.m., 3 business days prior to the date of the General Meeting i.e. between 12th and 14th April, 2006. The shareholders may participate in the General Meeting personally or by proxy. The proxy shall be granted in writing, otherwise being null and void and shall be attached to the minutes of the General Meeting. The signature on the proxy granted by a shareholder being a natural person should be certified by a notary public. The persons acting for the shareholders being legal persons should present the current extracts from the relevant registers (the originals or true copies certified by a notary public), naming the persons authorised to represent those entities. The persons entitled to participate in the General Meeting are requested to register and collect the voting slips in front of the meeting hall 2 hours prior to the opening of the General Meeting.