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 in 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
Acting pursuant to Article 399 § 1 of the Commercial Companies Code, taking into account the request submitted under Article 400 § 1 of the Commercial Companies Code by shareholders acting in agreement (Otwarty Fundusz Emerytalny PZU „Złota Jesień”, Nationale-Nederlanden Otwarty Fundusz Emerytalny, Generali Otwarty Fundusz Emerytalny) to convene an Extraordinary General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, the Management Board of PKO Bank Polski S.A. (“Bank”) convenes the Extraordinary General Meeting of the Bank (“Extraordinary General Meeting”) that will be held at St. Puławska 15 in Warsaw on 9 December 2024 at 9:00 am with the following agenda:
Shareholders’ right to request that certain matters be placed on the agenda of the Extraordinary 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 Extraordinary General Meeting.
Such requests should be submitted to the Management Board of the Bank no later than 21 (twenty one) days prior to the scheduled date of the meeting.
The request should be delivered with the draft resolution concerning an indicated point of the agenda with its justification. Failing such justification to the request, the Management Board requests the shareholder or shareholders to present the justification to the proposed resolution.
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 (with the note “Investor Relation 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 Extraordinary General Meeting, in particular:
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 Extraordinary 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/investor-relations.
Shareholders’ right to submit draft resolutions
Before the date of the Extraordinary 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: PKO Bank Polski S.A., ul. Puławska 15, 02-515 Warsaw (with the note “Investor Relation Office”), or by electronic mail to the e-mail address wza@pkobp.pl draft resolutions concerning any items on the agenda of the Extraordinary General Meeting, or matters that are to be added to the agenda.
The draft resolution should be presented with its justification. Failing such justification to the resolution, the Management Board or the Chairman of the General Meeting requests the shareholder or shareholders to present the justification to the proposed resolution.
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:
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 Extraordinary General Meeting itself each shareholder may propose draft resolutions concerning the matters on the agenda of the meeting.
The draft resolution concerning the calling of a brake in the Extraordinary General Meeting proceedings should clearly determine the date for resuming the meeting. The reason of such a break should be specified in the justification to the resolution on calling a break, developed in accordance with the grounds put forward by a shareholder requesting a break.
The manner of voting by proxy
A shareholder may participate in the Extraordinary General Meeting and exercise their right to vote in person or by proxy.
Proxy powers to participate in the Extraordinary 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 proxy and principal (specification of a given name and surname, the series and number of an identification card or a passport, the PESEL number – 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 Extraordinary 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 Extraordinary General Meeting:
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 who is not a natural person will send the following in the PDF format the scan of an excerpt from the relevant register in which the principal is registered.
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 Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting.
If a proxy at the Extraordinary General Meeting is a Bank Management Board member, a member of the Supervisory Board of the Bank, Bank’s employee or an employee of the Bank’s subsidiary or a member of any of its governing bodies, 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/investor-relations.
Participation in the Extraordinary General Meeting through electronic means of communication
The Bank does not offer the possibility to participate in the Extraordinary General Meeting through electronic means of communication.
The Bank will ensure publicly available real-time broadcast of the Extraordinary General Meeting via Bank’s website – www.pkobp.pl/investor-relations.
Taking floor at the Extraordinary General Meeting through electronic means of communication
The Bank does not offer the possibility to take floor at the Extraordinary 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.
The shareholder's right to ask questions regarding matters on the agenda of the general meeting
During the Extraordinary General Meeting, each shareholder has the right to ask questions regarding the matters on the agenda of the Extraordinary General Meeting.
The procedure for asking questions and answering them is specified in the Regulations of the General Meeting of PKO Bank Polski S.A., available on the Bank's website www.pkobp.pl/investor-relations.
Date of registration of attendance at the Extraordinary General Meeting
The date of registration of attendance at the Extraordinary General Meeting is 23 November 2024 (the “Record Date”).
The right to participate in the Extraordinary General Meeting
Only the persons who are shareholders of the Bank on the Record Date (i.e. sixteen days before the date of the Extraordinary General Meeting) have the right to participate in the Extraordinary General Meeting.
Lienors and users of shares who are entitled to vote have the right to participate in the Extraordinary General Meeting if the establishment of a limited right in rem for them is registered in the securities account on the date of registration of participation in the Extraordinary General Meeting.
At the request of a holder of Bank’s shares and a lienor or a user of shares with the right to vote, submitted not earlier than after the publication of the notification on convening the Extraordinary General Meeting and not later than on the first business day following the Record Date, that is not later than on 25 November 2024, the entity keeping the securities account shall issue a registered certificate confirming the right to participate in the Extraordinary General Meeting.
The Bank points out that the Extraordinary General Meeting can only be attended by the persons who:
and
The Bank determines the list of shareholders entitled to participate in the Extraordinary General Meeting only on the basis of the list submitted to the Bank by the National Depository for Securities, drawn up on the basis of name certificates on the right to participate in the Extraordinary General Meeting, issued by entities maintaining securities accounts.
A list of the shareholders authorised to participate in the Extraordinary 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 Extraordinary General Meeting, that are 4-6 December 2024.
A shareholder of the Bank may request to be sent a list of shareholders entitled to participate in the Extraordinary General Meeting free of charge to the address for electronic service or by e-mail, providing 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 Extraordinary General Meeting or the deposit certificate.
The shareholders and shareholders' proxies coming to the Extraordinary General Meeting, when signing the attendance list, should present their identity card, passport or another document allowing to verify their identity.
The persons authorised to participate in the Extraordinary General Meeting are requested to register and collect voting cards or devices immediately before the meeting room, one hour before the commencement of the meeting.
Access to documents
The draft resolutions of the Extraordinary General Meeting with justifications and the opinion of the Supervisory Board of the Bank given according to the Bank’s Articles of Association, as well as the full text of documents to be presented to the Extraordinary 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.
Draft resolutions submitted in compliance with the Commercial Companies Code by the duly authorised shareholder or shareholders prior to the date of the Extraordinary 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 Extraordinary General Meeting, or the matters that are to be added to the agenda prior to the date of the Extraordinary General Meeting, will be made available on the Bank’s web site promptly upon their completion.
Information concerning the processing of the personal data of shareholders and shareholders’ proxies
| As at 30.09.2024 | ||
| Number of shares | Share in the number of votes and in the share capital | |
| State Treasury | 367 918 980 | 29.43% |
| Nationale Nederlanden Otwarty Fundusz Emerytalny 1) | 105 470 597 | 8.44% |
| Allianz Polska Otwarty Fundusz Emerytalny 1) | 86 867 594 | 6.95% |
| Other shareholders 2) | 689 742 829 | 55.18% |
| Total | 1 250 000 000 | 100.00% |
1) Calculated taking into account the number of shares held as the end of the half of the particular year, published by PTE in the information on the structure of assets of the fund and the price from the stock exchange list.
2) Including Bank Gospodarstwa Krajowego that as at 30.09.2024 held 24 487 297 shares entitling to 1.96% of the votes at the General Meeting
Statements concerning: