2020-12-21

Legal basis:

Paragraph 5 point 1 of the Ordinance of the Minister of Finance on 29 March 2018 on the current and periodic information published by issuers of securities and on the conditions for recognising such information as being equivalent to information required by the provisions of law of a non-member state.

The report:

The Management Board of PKO Bank Polski S.A. (“Bank”) hereby informs that on 21 December 2020 the Bank was notified that the District Court for the Capital City of Warsaw, 13th Commercial Division of the National Court Register in Warsaw registered the amendments to the Bank’s Articles of Association, adopted by the resolutions No. 30/2020 and No. 31/2020 of the Annual General Meeting on 26 August 2020.

The registered amendments to the Bank's Articles of Association received the following wording:

1) in § 15, section 1, item 10 received the following wording:

“10) approving the following strategies, policies, rules and regulations adopted by the Management Board:

a) Bank’s Strategy;

b) Risk management strategy;

c) Bank management strategy;

d) Dividend policy;

e) Remuneration policy;

f) Policy on estimating internal capital and capital management and reviewing the strategies and procedures for estimating internal capital and capital management;

g) Bank’s Compliance policy;

h) Rules of operation of the internal control system;

i) Rules of managing special funds created from the net profit;

j) Organizational Regulations of the Bank;

k) Regulations of the Management Board,”;

 

2) in § 17, section 4 received the following wording:

“4. The Supervisory Board may adopt resolutions in writing (by circulation) or using means of direct remote communication, except for resolutions on the matters referred to in § 15, section 1, items 1-2, 4-6, 10 letters a-b and 16. A resolution shall be valid when all members of the Supervisory Board have been informed in advance about the content of the draft resolution and at least half the members of the Supervisory Board, including the Chairman or the Deputy Chairman of the Supervisory Board, have taken part in the vote on the resolution.”;

 

3) in § 17, section 5 received the following wording:

“5. Resolutions adopted in accordance with the procedure set out in section 4 outside the meeting shall be presented at the next meeting of the Supervisory Board together with the result of the vote.”;

 

4) in § 27, section 3 received the following wording:

 “3. An internal audit unit and a compliance unit shall be independent and shall report directly to the President of the Management Board.”

 

5) in § 29, section 1 received the following wording:

“1. The Bank’s supplementary capital shall be created through the annual appropriation of net profit carried out until the said capital reaches at least one-third of the share capital and shall be used to offset the accounting losses which may arise in connection with the Bank’s activities. The supplementary capital may also be used for other purposes, in particular for increasing the share capital.”;

 

6) § 30 received the following wording:

“1. Irrespective of the supplementary capital, a reserve capital shall be created for offsetting potential accounting losses or for the purchase of Treasury shares by the Bank in accordance with § 7, section 4.

2. The reserve capital shall be created through the appropriation of net profit in an amount specified in a resolution of the General Meeting. Decisions about the utilization of the reserve capital shall be made by the General Meeting.”

 

Moreover the Bank informs that according to the article 77 of the Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 any reduce, redeem or repurchase Common Equity Tier 1 instruments issued by the Bank requires the prior permission of the Polish Financial Supervision Authority.