BPKD.L Regulatory News (BPKD)

17 Apr 2007 07:00

Bank Pekao SA16 April 2007 UNOFFICIAL TRANSLATION (16th April, 2007) Report 64/2007: Drafts of resolutions of the Extraordinary General Meeting ofBank Polska Kasa Opieki S.A. on 27th April 2007 The Management Board decided to present to Extraordinary General Meeting of theBank convened on 27th April 2007 the following drafts of resolutions: Resolution No.of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjnaon election of Chairman of the Extraordinary General Meeting The Extraordinary General Meeting appoints Mr. .............. as Chairman oftoday's Meeting. Resolution No.of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjnaon election of the Ballot Counting Commission The Extraordinary General Meeting appoints the following members of the BallotCounting Commission: .................................................. Resolution No.of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjnaon adoption of the agenda The Extraordinary General Meeting adopts the agenda in the wording published inJudicial and Economic Journal No. 68 on 5th April 2007. Resolution No of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on the integration of Bank Polska Kasa Opieki S.A. with its seat in Warsaw ("Bank Pekao S.A.") with Bank BPH S.A. having its registered seat in Krakow ("Bank BPH S.A."), performed in a way of the spin-off of Bank BPH S.A. bytransferring a part of Bank BPH S.A. property in a form of an organized part of enterprise to Bank Pekao S.A. Pursuant to art. 541 Par. 6 of the Commercial Companies Code ("KSH") and Par. 13items 8, 9, 12 and Par. 28 section 3 of Bank Pekao S.A. Statute, the GeneralMeeting has resolved as follows: Par. 1 1. The General Meeting has decided to conduct integration of Bank Pekao S.A.with Bank BPH S.A., in accordance with art. 529 Par. 1 item 4 of KSH, i.e. in away of Bank BPH S.A.'s spin-off by transferring a part of Bank BPH S.A. propertyto Bank Pekao S.A. in exchange for Bank Pekao S.A. shares which will be taken upby Bank BPH S.A. shareholders ("Division by Spin-off"). 2. The Division by Spin-off of Bank BPH S.A. shall be performed accordingto the principles specified in detail in the Spin-off Plan, agreed by Bank PekaoS.A. and Bank BPH S.A. on 15 November 2006, announced in the Court and EconomicJournal ("Monitor Sadowy i Gospodarczy") No. 239 dated December 8, 2006("Spin-off Plan"). 3. The General Meeting of Bank Pekao S.A. hereby consents to the Spin-offPlan. Par. 2 1. In exchange for the part of Bank BPH S.A. property in a form of an organizedpart of enterprise, Bank BPH S.A. shareholders shall take up Bank Pekao S.A.Series I ordinary bearer shares with the nominal value of 1,- (one) PLN each,issued in relation to the integration of Bank Pekao S.A. with Bank BPH S.A.,performed through the Division by Spin-off ("Shares of Spin-off Issue"), inobservance of the ratio 1 : 3.3 (one to three and three tenth) ("ShareAllocation Ratio"), which means that by virtue of holding each one Bank BPH S.A.share, the shareholder of Bank BPH S.A. shall receive 3.3 (three and threetenth) Shares of Spin-off Issue, while maintaining the hitherto shareholding inBank BPH S.A. 2. Shares of Spin-off Issue shall be allotted to Bank BPH S.A. shareholdersthrough the National Depository for Securities (Krajowy Depozyt PapierowWartosciowych - "KDPW"), in accordance with Share Allocation Ratio and the rulesset forth in the Spin-off Plan and herein, pursuant to the state of possessionof Bank BPH S.A. shares on the day which, shall be the reference day ("ReferenceDay"). The Reference Day shall be indicated by the Bank Pekao S.A. ManagementBoard, in accordance with the binding regulations. 3. In the case where the product of the number of Bank BPH S.A. shares possessedby a shareholder on a securities account and the number 3.3 is not an integer,the number of Shares of Spin-off Issue issued to the shareholder shall be rounded down to the nearest integer, and for the non-issued fraction part of Shares ofSpin-off Issue the shareholder shall receive from Bank Pekao S.A. an additionalcash payment calculated according to the formula indicated in the Spin-off Plan. 4. The amount of additional cash payments will be set on a basis of the value ofone Share of Spin-off Issue equal to the average market price of Pekao S.A.share from the period of 30 (thirty) consecutive days of quotations, precedingthe Reference Day; the average market price shall mean a price being thearithmetic average of average, daily prices weighted by the turnover volume. 5. The total amount of additional cash payments cannot exceed 10% of thebalance-sheet value of the granted Shares of Spin-off Issue, determined according to the statement attached as appendix No. 6 to the Spin-off Plan. 6. The additional cash payments made according to the principles set forthherein will be covered from the supplementary capital of Bank Pekao S.A. Par. 3 1. In relation to the integration of Bank Pekao S.A. with Bank BPH S.A., performed through the Division by Spin-off, the share capital of Bank Pekao S.A. shallbe increased with the amount of 94,763,559 (ninety four million seven hundredsixty three thousand five hundred and fifty nine) zlotys, i.e. up to the amountof 261,866,657 (two hundred sixty one million eight hundred sixty six and sixhundred fifty seven) zlotys, by the issuance in a public offer of 94,763,559(ninety four million seven hundred sixty three thousand five hundred and fiftynine) Series I ordinary bearer shares with the nominal value of 1,- (one) PLNeach, in order to allot Shares of Spin-off Issue to Bank BPH S.A. shareholderswho shall also become the Bank Pekao S.A. shareholders on the spin-off day. 2. The Shares of Spin-off Issue will entitle to participation in the profitsdisbursed commencing from January 1, 2008. 3. All the Shares of Spin-off Issue will be de-materialized according to theprinciples set forth in appropriate legal regulations. 4. The necessary actions will be taken in order to introduce the Shares ofSpin-off Issue to the regulated trading carried out by the Stock Exchange inWarsaw. Par. 4 1. The Meeting of Shareholders grant their consent to the proposed changesto the Statute of Bank Pekao S.A., as specified in Attachment no. 3 to theSpin-off Plan. 2. In relation to the above, the Statute of Bank Pekao S.A. shall be amended asfollows: 1) In Par. 6, after point 35, the spot is changed by coma and the point 36shall be added: "36) conducting brokerage activity.", 2) In Par. 14 sections 3, 4 and 5 shall be amended as follows: "3. At least half of the members of the Supervisory Board, including the Chairman of the Supervisory Board, should possess testimonials of good knowledge ofthe banking market in Poland due to the joint fulfilment of the followingcriteria: 1) possession of professional experience on the Polish market suitable for theperformed supervisory function in the Bank, 2) permanent place of domicile in Poland, 3) knowledge of the Polish language. 4. Independent members shall constitute at least half of the compositionof the Supervisory Board. The independent members of the Supervisory Board shallbe free of any associations that might bear a material impact upon its capacityto take impartial decisions. 5. An independent member of Supervisory Board is considered to be aperson, who meets jointly the following conditions: 1) is not and has not been in the period of the last 3 years employed atthe Bank, its subsidiaries or parent company, 2) does not perform and has not performed in the period of the last 3 yearsin the Bank, its subsidiaries or parent company a function of a member of theManagement Board or other managerial function, irrespective of the legal form ofemployment, 3) is not and has not been in the period of the last 3 years a charteredpublic accountant or an employee of an entity providing auditing services infavour of the Bank, its subsidiaries or parent company, 4) is not a shareholder holding more than 5 % of votes at the GeneralMeeting of Shareholders nor is employed by such shareholder, 5) is not receiving any additional remuneration, apart from the remuneration for membership in the Supervisory Board or any other proprietarybenefits from the Bank, its subsidiaries or parent company, with the exceptionof benefits due to its as a consumer who concluded with the Bank, its subsidiaryor parent company an agreement on standard terms and conditions, 6) is not and has not been during the period of the last 3 years a spouse,common-law spouse, relative or a kinsman of a member of the Management Board oran employee holding a managerial position in the Bank, 7) it not a management board member in another company in which the memberof the Management Board of the Bank is a supervisory board member, 8) does not have significant business relationships with the Bank, itssubsidiaries or the parent company which could affect his/her independence, and 9) additionally, in the event that the date of appointment falls within 3years from the date of the entry of the share capital increase of the Bank inthe registry for the purpose of issuing shares to the shareholders of Bank BPHS.A in the context of the division by spin-off of Bank BPH S.A., is free of therelations referred to in point 1, 2, 3 and 6 with respect to Bank BPH S.A., itssubsidiaries and parent companies.", 3) in Par. 14 the current sections 5, 6 and 7 shall become sections 6, 7 and 8 respectively, 4) in Par. 18: a) in item 17 the full-stop is replaced by a comma, b) the following item 18 shall be added: "18) Approval of motions of the Management Board of the Bank related tooutsourcing in areas of banking activity strategic for the Bank or to the ordering of services for amounts not lower than 1,000,000 euro.", 5) Par. 20 section 2 shall be amended as follows: " 2. At least half of the members of the Management Board of the Bank, includingthe President of the Management Board of the Bank should possess testimonials ofgood knowledge of the banking market in Poland due to the joint fulfilment ofthe following criteria: 1) possession of professional experience on the Polish market suitable forthe performed managerial function in the Bank, 2) permanent domicile in Poland, 3) knowledge of the Polish language.", 6) in Par. 20 the current sections 2, 3 and 4 shall become sections 3, 4 and 5respectively, 7) Par. 25, section 2, item 3 shall be read as follows: "3) Reserve equities, including the fund for conducting brokerage activity.", 8) Par. 27 section 1 shall be amended as follows: "1. The share capital of the Bank amounts to 261,866,657 (two hundred sixty onemillion eight hundred sixty six thousand six hundred fifty five) PLN and is divided into 137.650.000 (one hundred thirty seven million six hundred and fiftythousand) Series A bearer shares with the nominal value of 1,- (one) PLN pershare, 7.690.000 (seven million six hundred and ninety thousand) Series B bearershares of the Bank with the nominal value of 1,- (one) PLN per share, 10.630.632(ten million six hundred thirty thousand six hundred and thirty two) Series Cbearer shares with the nominal value of 1,- (one) PLN per share, 9.777.571 (ninemillion seven hundred seventy seven thousand five hundred and seventy one)Series D bearer shares with the nominal value of 1,- (one) PLN per share,373.644 (three hundred seventy three thousand six hundred and forty four) SeriesE bearer shares with the nominal value of 1 (one) PLN per share, 621,411 (sixhundred twenty one thousand four hundred eleven) Series F bearer shares with thenominal value of 1,- (one) PLN per share and 359.840 (three hundred fifty ninethousand eight hundred and forty) Series H bearer shares with the nominal valueof 1,- (one) PLN per share and 94,763,559 (ninety four million seven hundredsixty three thousand five hundred and fifty nine) Series I bearer shares withthe nominal value of 1,- (one) PLN each.", 9) Par. 33 section 1, item 3 shall be read as follows: "3) Reserve equities, including the fund for conducting a brokerageactivity." 3. The General Meeting adopts an unified text of Bank Pekao S.A. Statuteencompassing amendments made by this resolution, in a wording determined in theattachment to this resolution. Par. 5 The General Meeting hereby authorizes and obligates the Bank Pekao S.A. Management Board to perform all legal and factual acts necessary to execute thisresolution, among other things to prepare, conduct and register the Division bySpin-off, to prepare and conduct the public offer for Shares of Spin-off Issue,to admit Shares of Spin-off Issue to regulated trading carried out by the StockExchange in Warsaw (Gielda Papierow Wartosciowych w Warszawie S.A.), and inparticular: 1) to conclude with KDPW an agreement for registration of Shares of Spin-offissue in the depository for securities maintained by KDPW and itsde-materialization, 2) to prepare the appropriate information document according to the requirementsof law of 29 July 2005 on public offer and the terms and conditions ofintroducing financial instruments into organised trading system and on publiccompanies (Journal of Laws No 184, Item 1539), 3) to submit a motion to the Management Board of Warsaw Stock Exchange regardingthe introduction of the Shares of Spin-off Issue to the trade on regulatedmarket, 4) to indicate for KDPW the Reference Day, referred to in Par. 2 section 2,taking into consideration KDPW's regulations regarding the rules for indicatingthis day, 5) to specify in detail the procedure for assigning Shares of Spin-off Issue tothe extent not regulated in the Spin-off Plan and herein, 6) to set forth detailed rules for making additional cash payments, referred toin Par. 2 section 3, to the extent not regulated in the Spin-off Plan andherein, and also to use supplementary capital of Bank Pekao S.A. for the needsof additional cash payments within the limits defined in Commercial Companies Code (KSH) and herein, 7) to undertake any actions aimed at the disposal to the chosen persons ofShares of Spin-off Issue, which will not be allotted to the shareholders of BankBPH S.A. due to the application of rules on the allotment of the Shares ofSpin-off Issue determined in this resolution and the Spin-off Plan. Par. 6 1. The Resolution shall come intro force on the day it is passed. 2. Integration of Bank Pekao S.A. with Bank BPH S.A. according to the procedureset forth herein shall be performed upon obtaining all the consents and permissions required by the provisions of law, as of the day of entry into registerof entrepreneurs of the National Court Registry of the increase of the sharecapital of Bank Pekao S.A. by the issuance of the Shares of Spin-off Issue. Attachment to the resolution THE STATUTE OF BANK POLSKA KASA OPIEKI SPOLKA AKCYJNA I. GENERAL PROVISIONS Par. 1 1. Bank Polska Kasa Opieki Spolka Akcyjna, established in 1929, is a bankorganised in the form of a joint stock company, operating pursuant to thebinding legal regulations, and in particular according to the Banking Law,regulations of the Code of Commercial Companies and provisions of this Statute. 2. Bank Polska Kasa Opieki S.A. is a member of the UniCredito Italiano BankingGroup. UniCredito Italiano S.p.A. has the right, in accordance with the Polishlaw, through the statutory authorities of the Bank, to affect activities of theBank aimed at ensuring the stability of the Group. Par. 2 1. The name of the company shall be: "Bank Polska Kasa Opieki Spolka Akcyjna". 2. The Bank shall use the abbreviated name: "Bank Pekao S.A." Par. 3 The Bank shall have its registered seat in the capital city of Warsaw. Par. 4 1. The Bank shall operate within the territory of the Republic of Poland andabroad. 2. The Bank may own, establish and liquidate branches and other organisationalunits in the country and abroad. Par. 5 The Bank's organisational structure shall comprise: 1) the Head Office of the Bank, 2) operational units at the Head Office of the Bank, 3) Regions, 4) Domestic Branches (inclusive of their respective sub-branches and bankingservices outlets) and abroad, 5) Other organisational units, including Corporate Customers Centres. II. ACTIVITIES OF THE BANK Par. 6 The scope of the activities shall comprise the conducting of the followingactivities in Poland and abroad: 1)Accepting cash as demand deposits or term deposits and keeping Depositaccounts, 2)Keeping other bank accounts, 3)Granting credits and loans, 4)Performing financial settlements in all forms accepted in domestic andinternational bank relations, 5)Performing banking operations regarding bills of exchange and cheques, 6)Accepting and making deposits in domestic and foreign banks, 7)Giving and confirming sureties and bank guarantees and opening and confirmingletters of credit, 8)Conducting purchase and sale of foreign exchange values, 9)Servicing state loans and managing funds on order, 10)Issuing banking securities, trading in such securities and keeping securitiesaccounts, 11)Performing ordered activities related with the issue of securities, 12)Safe-keeping of objects, documents and securities, and making available safedeposit boxes, 13)Organising and participating in bank syndicates, 14)Trading and agency in financial debts, 15)Performing term financial operations, 16)Providing trustee services, 17)Issuing payment cards and performing operations with the use of such cards, 18)Keeping housing savings, 19)Providing consulting and advisory services in financial matters, 20)Acquiring or purchasing shares and rights arising from shares of stock ofanother legal entity other than a bank, or investment in investment funds, 21)Taking up obligations relating to issuance of securities, 22)Trading and agency in securities, 23)Carrying out conversion of debt into the debtor's property components, onterms and conditions agreed with the debtor, 24)Purchasing and selling real estate, 25)Dealing in derivative instruments on own account and on order, 26)Conducting acquisition activities pursuant to regulations of the act onorganisation and operation of pension funds, 27)Organising and rendering financial services in leasing and factoring, 28)Agency sale of participation units or certificates of investments in theunderstanding of the law on investment funds, 29)Performing activities in insurance brokerage, 30)Rendering services in transportation of valuables, 31)Running the securities accounts, 32)Performance of the function of a depository pursuant to provisions of the acton organisation and operation of pension funds and the act on investment funds, 33)Acting as an intermediary in carrying out money transfers and settlements inforeign exchange payments, 34)Issuing the instrument of electronic money, 35)Conducting vindication activity by order of banks, 36)Conducting brokerage activity. III. BODIES OF THE BANK Par. 7 The Bodies of the Bank are: 1) General Meeting of Shareholders, 2) Supervisory Board, 3) Management Board of the Bank. The General Meeting of Shareholders Par. 8 1. The Ordinary General Meeting of Shareholders shall be convened by theManagement Board of the Bank. 2. The Ordinary General Meeting should be held in June at least. Shouldthe General Meeting of Shareholders be not convened by the Management Boardwithin the time limit set out in this Statute, the Supervisory Board shall havethe right to convene the Meeting. The Extraordinary General Meeting ofShareholders shall be convened, if required, by the Management Board of the Bankon its own initiative or on the motion of the Supervisory Board or theshareholders representing at least 1/10 of the statutory capital. Theseshareholders may also require introducing specific matters in the agenda of thenext General Meeting. The requests for convening the General Meeting ofShareholders and for including specific matters on the agenda of the GeneralMeeting of Shareholders should be justified. 3. Should the Management Board not satisfy the requirements of theSupervisory Board or shareholders within two weeks from the date the requirementwas submitted, respectively the Supervisory Board or the shareholders shall havethe right to convene the Extraordinary General Meeting of Shareholders pursuantto the authorisation of the court. Par. 9 All matters to be submitted to the General Meeting of Shareholders shall befirst submitted to the Supervisory Board for consideration. Par. 10 1. Shareholders may participate in the General Meeting of Shareholders inperson or through their attorneys. A power of attorney to attend and vote at theGeneral Meeting of Shareholders shall be made in writing and attached to theMinutes of the General Meeting of Shareholders, under the pain of invalidity. 2. The General Meeting of Shareholders shall be entitled to adoptresolutions if at least 50% of the shares plus one share are represented,subject to the mandatory provisions of law. In the case the resolution has notbeen adopted for the lack of the quorum required by the Statute of the Bank,during the next General Meeting of Shareholders, with the same agenda as theGeneral Meeting of Shareholders, which did not adopt a resolution for the lackof the quorum, the presence of the shareholders representing at least 20% of theshares is required for an adoption of the resolution. The General Meeting ofShareholders referred to in Section 3 should be held on the date falling - notlater than within eight weeks after the General Meeting of Shareholders whichhas not adopted the resolutions for the lack of quorum. Resolutions of theGeneral Meeting of Shareholders shall be adopted by an absolute majority ofvotes, subject to the provisions of the Code of Commercial Companies and theStatute of the Bank. 3. The removal from the agenda or abandoning the reconsideration of anissue placed in the Agenda upon a motion from shareholders requires the GeneralMeeting of Shareholders to adopt a resolution by 3/4 majority of votes, upon priorconsent of all present shareholders who submitted such motion. Par. 11 Each share of the Bank shall give right to one vote. Par. 12 1.The General Meeting of Shareholders shall be opened by the Chairman, or one ofthe Deputy Chairmen, or in their absence - by one of the members of theSupervisory Board. If these persons are absent, the General Meeting ofShareholders shall be opened by the President of the Management Board or aperson designated by the Management Board. 2. Detailed procedure of conducting the sittings of the General Meeting ofShareholders shall be determined by the regulation adopted by the GeneralMeeting. Par. 13 The General Meeting of Shareholders, apart from other matters specified in theCode of Commercial Companies and the Statute of the Bank, shall have theauthority to: 1)Review and approve the report on the activities and the financial reports ofthe Bank for the previous reporting year, 2) Adopt resolutions regarding distribution of profits or covering losses, 3) Review and approve the report on activities of the Supervisory Board, 4) Acknowledge the approval of duties by members of the Supervisory Board andthe Management Board, 5) Review and approve the report on activities and the financial report of theBank's capital Group, 6) Set the date of determining the right to dividend and the date of paying outthe dividend, 7) Sell and lease of the enterprise, or its organised part, and establish alimited property right of usufruct thereof, 8) Amend the Statute of the Bank and establish its uniform text, 9) Increase or decrease the Bank's statutory capital, 10) Issue bonds, including bonds convertible into shares or the bonds withpre-emptive right to acquire shares, and subscription warrants, 11) Redeem shares and determine conditions of such redemption, 12) Carry out a merger, division or liquidation of the Bank, 13) Create and liquidate special funds, 14) Appoint and recall members of the Supervisory Board, 15) Determine the rules of remunerating members of the Supervisory Board, 16) Conclude the agreement with a controlled company which provides for amanagement over the controlled company or a transfer of profit by such company, 17) Appoint the auditor, 18) Deal with other matters falling within the scope of the Bank's activitieswhich are submitted to the General Meeting of Shareholders. The Supervisory Board Par.14 1.The Supervisory Board consists of seven to nine members appointed by theGeneral Meeting of Shareholders for the period of their common term of office,which shall last three years. 2. The number of members of the Supervisory Board shall be determined by theGeneral Meeting of Shareholders. 3. At least half of the members of the Supervisory Board, including the Chairmanof the Supervisory Board, should possess testimonials of good knowledge of thebanking market in Poland due to the joint fulfillment of the following criteria: 1) possession of professional experience on the Polish market suitable for theperformed supervisory function in the Bank, 2) permanent place of domicile in Poland, 3) knowledge of the Polish language. 4. Independent members shall constitute at least half of the composition of theSupervisory Board. The independent members of the Supervisory Board shall befree of any associations that might bear a material impact upon their capacityof to take impartial decisions. 5. An independent member of Supervisory Board is considered to be a person, whomeets jointly the following conditions: 1) is not and has not been in the period of the last 3 years employed at theBank, its subsidiaries or parent company, 2) does not perform and has not performed in the period of the last 3 years inthe Bank, its subsidiaries or parent company a function of a member of theManagement Board or other managerial function, irrespective of the legal form ofemployment, 3) is not and has not been in the period of the last 3 years a chartered publicaccountant or an employee of an entity providing auditing services in favour ofthe Bank, its subsidiaries or parent company, 4) is not a shareholder holding more than 5 % of votes at the General Meeting ofShareholders nor is employed by such shareholder, 5) is not receiving any additional remuneration, apart from the remuneration formembership in the Supervisory Board or any other proprietary benefits from theBank, its subsidiaries or parent company, with the exception of benefits due toits as a consumer who concluded with the Bank, its subsidiary or parent companyan agreement on standard terms and conditions, 6) is not and has not been during the period of the last 3 years a spouse,common-law spouse, relative or a kinsman of a member of the Management Board oran employee holding a managerial position in the Bank, 7) it not a management board member in another company in which the member ofthe Management Board of the Bank is a supervisory board member, 8) does not have significant business relationships with the Bank, itssubsidiaries or the parent company which could affect his/her independence, and, 9) in the event that the date of appointment falls within 3 years from thedate of entry of the share capital increase of the Bank in the registry for apurpose of issuing shares to the shareholders of Bank BPH S.A in connection withthe de-merger by spin-off of Bank BPH S.A., is free of the relations referred toin point 1, 2, 3 and 6 with respect to Bank BPH S.A., its subsidiaries andparent companies. 6. Members of the Supervisory Board shall perform their duties only in person. 7. The Supervisory Board shall elect its Chairman, two Deputy Chairmen andSecretary from among its members. The Deputy Chairman may simultaneously performthe function of the Secretary. 8. The Supervisory Board shall act in accordance with the Rules of Procedureadopted by it. Par. 15 1.Any member of the Supervisory Board may be recalled at any time by the GeneralMeeting of Shareholders. 2. Mandates of the members of the Supervisory Boardshall expire: 1) On the date of holding the General Meeting accepting the financial report forthe last full reporting year of performing duties of a member of the SupervisoryBoard, save as otherwise provided for in Section 3, 2) In the event of resignation of a member of the Supervisory Board from his position, 3) In the event of recalling a member of the Supervisory Board by the GeneralMeeting, 4) In case of death of a member of the Supervisory Board. 3. Mandate of the member of the Supervisory Board, which has been appointedbefore the end of the term of the Supervisory Board, shall expire simultaneouslywith the expiry of the mandates of the remaining members of the SupervisoryBoard. Par. 16 1.Meetings of the Supervisory Board shall be held as necessary, however, notless frequently than every two months. 2. Meetings of the Supervisory Board shall be convened by the Chairman of theSupervisory Board on his own initiative or on a motion of the Management Boardor a member of the Supervisory Board. 3. If the Chairman of the Supervisory Board does not convene the meeting withintwo weeks after receiving the motion mentioned in Section 2, the proposer of themotion can convene it on his own giving the date, place and the proposed agenda. Par.17 1.The Supervisory Board shall adopt resolutions if at least half of its members,including its Chairman, or one of the Deputy Chairmen, are present during themeeting and all the members have been invited. 2. Members of the Supervisory Board may also take part in adoption of theBoard's resolutions by casting their vote in writing through other member of theSupervisory Board, excluding the resolutions on matters introduced into agendaat the meeting. 3. Resolutions of the Supervisory Board shall be adopted by an absolute majorityof votes unless the provisions of law stipulate otherwise. 4. In special situations, a resolution may be adopted in writing (bycorrespondence) or with the use of means of distance communication. Theprocedure of adopting resolutions in writing and with the use of means ofdistance communication is set out in the Rules of procedure of the SupervisoryBoard. 5. The mode determined in Section 2 and 4 does not refer to resolutions adoptedin secret ballot. Par. 18 Besides the rights and obligations provided for in the Code of CommercialCompanies and the Bank's Statute, the following matters shall fall in particularinto the authority of the Supervisory Board: 1) Review of the report of the Management Board on activities of the Bank andreview of the Bank's financial report for the previous reporting year, 2) Review of the motions of the Management Board regarding distribution ofprofits or covering losses, 3)Review of the report on activities and financial report of the Bank's CapitalGroup, 4)Submitting to the General Meeting of Shareholders a written report on theresults of reviews referred to in item (1) to (3), 5)Preparation of the report on activities of the Supervisory Board for theprevious reporting year 6)Applying to the Banking Supervisory Commission for approval to appoint twomembers of the Management Board, including the President of the ManagementBoard, 7)Appointing, upon approval of the Banking Supervisory Commission, and recallingthe President of the Management Board of the Bank in a secret ballot, 8)Appointing and recalling in a secret ballot at the request of the President ofthe Management Board, the Deputy Presidents and members of the Management Boardof the Bank, including the appointment of one member of the Management Boardupon obtaining the approval of the Banking Supervisory Commission, 9)Suspending in their duties for significant reasons individual or all members of the Management Board, 10)Delegating the members of the Supervisory Board for a period not exceeding three months, to perform the duties of the members of the Management Board, which were dismissed, resigned, or for other reasons are incapable of performing their duties, 11)Determining the terms of contracts regulating employment or other legalrelationships between members of the Management Board and the Bank, 12) Issue opinions on motions of the Management Board of the Bank regarding theestablishing and access by the Bank as a shareholder (stockholder) into othercompanies, and selling shares (stocks) should such investments be of long-termand strategic nature, 13) Issue of opinions on motions of the Bank's long-term development plans andannual financial plans of the Bank, 14) Issue of approval for creation and liquidation of foreign branches andrepresentative offices of the Bank, 15) Adoption of regulations concerning the creation and use of funds providedfor in the Bank's Statute on request of the Management Board, 16) Approving motions of the Management Board of the Bank regarding acquisition,encumbering or sale of real estate or a share in real estate, or perpetualusufruct, in the event that its value exceeds 2,000,000 PLN. In other casesdecisions are adopted by the Management Board of the Bank without necessity ofacceptance of the Supervisory Board, 17) Approval of motions of the Management Board concerning incurring obligationsor disposal of assets which overall value in relation to one entity exceeds 5 %of equity funds of the Bank. 18) Approval of motions of the Management Board of the Bank related tooutsourcing in strategic areas of business activity conducted by the Bank or incase of the commission of services having the value not lower than Euro1,000,000. Par.19 The Chairman of the Supervisory Board and, in his absence, the Deputy Chairmanindicated by the Chairman of the Supervisory Board, shall be entitled to signagreements concluded by the Bank with members of the Management Board of theBank, acting on behalf of the Supervisory Board. The Management Board of the Bank Par. 20 1. The Management Board consists of 5 to 9 members. The Management Board of the Bank shall consist of the: 1)President of the Management Board of the Bank, 2)Deputy Presidents of the Management board of the Bank, 3) Members of the Management Board of the Bank. 2. At least half of the members of the Management Board of the Bank, includingthe President of the Management Board of the Bank should possess testimonials ofgood knowledge of the banking market in Poland due to the joint fulfilment ofthe following criteria: 1) possession of professional experience on the Polish market suitable for theperformed managerial function in the Bank, 2) permanent place of domicile in Poland, 3) knowledge of the Polish language. 3. The Management Board of the Bank shall operate on the basis of the Rules ofprocedure adopted by it. Rules of procedure shall in particular define thematters which require joint consideration by the Management Board, as well asthe procedure for adopting a resolution in writing. 4. Resolutions of the Bank Management Board may be adopted after all membershave been duly notified of the Management Board meeting. Resolutions are deemedvalid when adopted in the presence of at least half of the Management Boardmembers. 5. Resolutions shall be adopted by an absolute majority of votes unless theprovisions of law stipulate otherwise. Par. 21 1.The members of the Management Board shall be appointed for the common term,which shall last three years. 2. Mandates of Members of the Management Board of the Bank shall expire: 1) On the day of holding the General Meeting accepting the financial report forthe last full reporting year of performing the duties of the member of theManagement Board save as otherwise provided for in Section 3, 2) In the event of resignation of a member of the Management Board from hisposition, 3) In the event of recalling a member of the Management Board by the SupervisoryBoard, 4) In case of death of a member of the Management Board. 3. Mandate of the member of the Supervisory Board appointed before the end ofthe term of the Management Board shall expire simultaneously with the expiry ofthe mandates of the remaining members of the Management Board. Par. 22 1. The President of the Management Board shall: 1) Manage operations of the Management Board of the Bank, 2) Convene and preside over meetings of the Management Board, 3) Present the standpoint of the Management Board towards the organs of the Bankand in external relations, in particular towards the State organs, 4) Issue internal orders, rules of procedure and other regulations governing theBank's operations. The President of the Management Board may authorise otherpersons to issue internal regulations of the Bank. 5) Supervise the activity of basic organisational cells of the Head Office ofthe Bank performing tasks in the terms of: internal audit, legal service,macroeconomic analysis, corporate communication and the President's Office. 2.During the absence of the President of the Management Board of the Bank, hisduties shall be taken over by a member of the Management Board of the Bankappointed by the President of the Management Board. 3.The Management Board shall conduct the matters of the Bank and represent theBank. All issues not reserved by virtue of the provisions of the law or of theStatute to fall within the scope of competence of other authorities, shall fallwithin the scope of competence of the Bank Management Board. The members of theManagement Board shall co-ordinate and supervise the activity of the Bankpursuant to the division of competence, adopted by the Management Board andapproved by the Supervisory Board. 4.The Management Board of the Bank in the framework limited by the rules of thebinding Polsih law submits to UniCredito Italiano S.p.A. as the parent companyall required information and data. 5. The Management Board of the Bank, operating through the statutory bodies ofthe subsidiaries of the Bank, co-ordinates and affects their activities aimed atensuring the stability of the group. Par. 23 The Management Board of the Bank may issue commercial powers of attorney only toemployees of the Bank and other employees belonging to the UniCredito ItalianoBanking Group. The commercial power of attorney may be revoked by any member ofthe Management Board. IV. PROCEDURE FOR SUBMITTING STATEMENTS REGARDING PROPERTY RIGHTS AND OBLIGATIONS OF THE BANK Par. 24 1. The following persons are authorised to make statements regarding propertyrights and obligations of the Bank and to sign on behalf of the Bank: 1) Two members of the Management Board or a member of the Management Board witha commercial attorney, 2) Two commercial attorneys, 3) Member of the Management Board or a commercial attorney acting jointly withan attorney, 4) Attorneys acting individually or jointly within the limits of their powers ofattorney. 2. Persons empowered to submit statements regarding property rights andobligations shall place their signatures under the name of the Bank. V. CAPITAL AND FUNDS OF THE BANK Par. 25 1.Equity funds of the Bank, including positions decreasing them, in accordancewith the regulations of Banking Law, shall consist of: 1) Basic funds, 2) Supplementary capital in the amount not higher than the basic funds of theBank. 2. The basic funds of the Bank are: 1) Statutory capital, 2) Obligatory reserve equity, 3) Reserve equities, including the fund for conducting brokerage activity, 4) General risk fund for unidentified risk of the bank activity, 5) Retained profit from previous years, 6) Profit under approval and net profit of the current reporting period,calculated in accordance with the applicable accounting principles, minus anyanticipated charges and dividends whose amounts should not exceed the amount ofthe net profit, as verified by expert auditors. Par. 26 1.Bank may create and liquidate special funds during and at the end of thefinancial year, on the basis of resolutions of the General Meeting ofShareholders. 2. Bank shall create funds provided for in binding legal acts. Par. 27 1.The statutory capital of the Bank amounts to 261,866,657 (two hundred sixtyone million eight hundred sixty six thousand six hundred fifty seven) PLN and isdivided into 137.650.000 (one hundred thirty seven million six hundred and fiftythousand) Series A bearer shares with the nominal value of 1,- (one) PLN pershare, 7.690.000 (seven million six hundred and ninety thousand) Series B bearershares of the Bank with the nominal value of 1,- (one) PLN per share, 10.630.632(ten million six hundred thirty thousand six hundred and thirty two) Series Cbearer shares with the nominal value of 1,- (one) PLN per share, 9.777.571 (ninemillion seven hundred seventy seven thousand five hundred and seventy one)Series D bearer shares with the nominal value of 1,- (one) PLN per share,373.644 (three hundred seventy three thousand six hundred and forty four) SeriesE bearer shares with the nominal value of 1 (one) PLN per share, 621,411 (sixhundred twenty one thousand four hundred eleven) Series F bearer shares with thenominal value of 1,- (one) PLN per share and 359.840 (three hundred fifty ninethousand eight hundred and forty) Series H bearer shares with the nominal valueof 1,- (one) PLN per share and 94,763,559 (ninety four million seven hundredsixty three thousand five hundred and fifty nine) Series I bearer shares withthe nominal value of 1,- (one) PLN each. 2. Statutory capital of the Bank may be increased through the issue of newbearer shares, or through the increase of the nominal value of the existingshares. The General Meeting may increase the statutory capital earmarking forthis purpose the funds from reserve capital or other funds set up from profit,provided they can be used for this purpose in compliance with the Code ofCommercial Companies and the Bank's Statute. 3. Shares may be issued as collective shares certificates. 4. Shares may be redeemed on conditions determined by the General Meeting ofShareholders. Par. 27 a The Bank's share capital was conditionally increased by Resolution No 7 of theExtraordinary General Meeting of Shareholders dated 25 July 2003 by the amountof 1.660.000,- (one million six hundred sixty thousand) PLN, by a way of issue830,000 (eight hundred thirty thousand) Series F common bearer shares of theBank with a nominal value of 1 (one) PLN each and 830,000 (eight hundred thirtythousand) Series G common bearer shares of the Bank with a nominal value of 1(one) PLN, in order to grant rights of priority to take up shares to the holdersof Series A, B, C and D registered bonds of the Bank with right to priority,issued pursuant to Resolution No 6 of the Extraordinary General Meeting ofShareholders dated 25 July 2003, with the exclusion of pre-emptive right onshares in relation to the existing shareholders of the Bank. Par. 28 1.Obligatory reserve equity shall be created out of annual write-offs from thenet profit to cover possible balance sheet losses, as may result from operationsof the Bank. Annual write-offs into obligatory reserve equity shall amount to atleast 8 % of net profit and shall be continued until the obligatory reserveequity reaches at least 1/3 part of statutory capital of the Bank. The surplusachieved by the issue of shares over their nominal value shall be transferred tothe obligatory reserve equity and other surplus - after the cover of cost ofissue. 2. The amount of any such write-off shall be determined by the General Meetingof Shareholders. 3. The General Meeting of Shareholders shall decide about using of obligatoryreserve equity. However, a part of this equity in the amount of one-third partof statutory capital may be only used to cover the loss showed in the financialreport. Par. 29 1.The general risk fund shall be established out of write-offs from net profitfor unidentified risks associated with banking activities. 2. The amount of any such write-offs shall be determined by the General Meetingof Shareholders. Par. 30 1.The reserve equities shall be established out of write-offs from net profitfor the equities. 2. Amount of any such write-offs shall be determined by the General Meeting ofShareholders. 3. The reserve equities may be designated for covering the particular losses orexpenses as well as for increasing the statutory capital and paying out of thedividend.- 4. The General Meeting of shall decide about using the reserve equities. Par. 31 1.Special funds shall be established out of write-offs from net profit madepursuant to a resolution of the General Meeting of Shareholders, which, in eachcase, shall determine the amount of the write-off to be allocated to eachparticular fund, unless the obligation to create such funds results from a legalact. 2. Rules of procedure of establishing and using of special funds shall beadopted by the Supervisory Board. VI. FINANCIAL MANAGEMENT OF THE BANK, DISTRIBUTION OF PROFIT, COVERING OF LOSSES, ACCOUNTING Par. 32 The financial management of the Bank shall be conducted on the basis of annualfinancial plans. Par. 33 1.Annual net profit may be allocated for the following purposes, in amounts tobe resolved upon by the General Meeting of Shareholders: 1) Obligatory reserve fund, 2) General risk fund, 3) Reserve equities, including the fund for conducting brokerage activity, 4) Dividend, 5) Special funds, 6) Other purposes. 2. Any claim for dividend shall expire after three years. The Bank shall pay nointerest on the uncollected dividend. Par. 34 The Bank shall create a general risk reserve to debit the costs in order tocover rights connected with conducting banking operations. Par. 35 Balance sheet losses shall be covered from obligatory reserve equity and reserveequities in the manner specified by a resolution of the General Meeting ofShareholders. Par. 36 The Bank shall conduct accounting on the basis of the plan of accounts and inaccordance with the binding legal regulations. The organization and method of accounting shall be determined by the ManagementBoard of the Bank. Par. 37 Financial year shall be equivalent to the calendar year. VII. INTERNAL CONTROL Par. 38 1. The Internal Control System of the Bank shall include all regulations,procedures and organizational structures which - acting together - aim toensure: 1)compliance with the strategy of the Bank, 2) effectiveness and efficiency of procedures, 3)protection of assets, 4)prevention of losses and errors, 5) security, stability and effectiveness of operations, 6) reliability and completeness of accounting and management information, 7)compliance of transactions with generally binding provisions of law,supervisory rules and internal policies, plans, regulations and procedures, and 8)support of the decision-making process. 2.The Internal Control System shall involve - in different roles - authoritiesof the Bank, individual units and organizational cells of the Bank, inparticular being part of the Organization Division, as well as all employees ofthe Bank, and consists of the following types of control: 1) Line (including Functional) Control, 2) Risk Management (including Functional) Control, and 3) Internal Audit (Institutional Control). 3.The purpose of Functional Control shall be assurance of conformity ofactivities of the Bank with procedures, limits and provisions, reaction toshortcomings and failures and monitoring of the implementation of the givenrecommendation. This control is carried out by each employee within the scope,quality and correctness of his/her activities; and, additionally, by his/hersupervisors and people co-operating therewith. 4.The purpose of the Line Control shall be assurance of correctness ofoperations. This control is carried out by the units of the Bank themselves(i.e. self and hierarchical control) and incorporated in procedures. 5.The purpose of the Risk Management Control shall be defining risk measurementmethods, verifying observance of assigned limits, and controlling consistency ofoperations of Units with assigned risk return rate. This control shall becarried out by units other than units directly involved in the management of thegiven process and independent from any business activity. 6.The purpose of the Internal Audit (the Institutional Control) shall be theexamination, assessment and recommendation of improvements to actual proceduresand mechanisms of the Internal Control System and assessment of violations torules and procedures. It is performed in an objective and independent manner bythe Internal Audit unit, which is subordinated directly to the President of theManagement Board. This unit also submits reports to the Supervisory Board. 7.The following authorities of the Bank shall be involved in the InternalControl System: 1) the Management Board - responsible for designing, implementing and operatingthe Internal Control System, adjusted to size and profile of the risk related tothe operations of the Bank, 2)the Supervisory Board - exercising supervision over the Internal ControlSystem and assessing its adequacy and effectiveness through the Audit Committeeand the Internal Audit. 8. The President of the Management Board of the Bank shall issue in the form ofthe order the by-laws of internal control. VIII. FINAL PROVISIONS Par. 39 In case of liquidation of the Bank, the General Meeting of Shareholders at therequest of the Supervisory Board shall appoint one or more liquidators anddetermine the method of carrying out the liquidation. Par. 40 Obligatory notices, including notices on convening the General Meeting ofShareholders shall be published by the Management Board of the Bank in the"Court and Business Monitor". The financial report shall be published in the official journal: DziennikUrzedowy Rzeczypospolitej Polskiej "Monitor Polski B". The justification of integration of Bank Polska Kasa Opieki S.A. with Bank BPHS.A. was covered by the report justifying the spin-off of Bank BPH S.A. bytransferring a part of property of Bank BPH S.A., in the form of organised partof the enterprise, to Bank Pekao S.A., communicated in the current report no. 35/2007 dated 30 January 2007. Resolution No. of the Extraordinary General Meeting of Bank Polska Kasa Opieki Spolka Akcyjna on utilization of obligatory reserve equity of the Bank for fund for conducting the brokerage activity Pursuant to art. 396 Par. 5 of Code of Commercial Companies and Par. 28 sect. 3of the Statute of Bank Polska Kasa Opieki S.A.("Bank"), the ExtraordinaryGeneral Meeting resolves as follows: Par. 1. The Extraordinary General Meeting decides to utilize the obligatory reserveequity in the amount of 15 million PLN for fund for conducting the brokerageactivity, separated within the reserve equities of the Bank. Par. 2. The resolution becomes effective as of the day of entry into Register ofEntrepreneurs of National Court Registry of the amendment to the Bank's Statuteintroduced by Resolution no. .... of the Extraordinary General Meeting of BankPolska Kasa Opieki S.A. dated ................... Justification of the resolution of the Extraordinary General Meeting of BankPolska Kasa Opieki Spolka Akcyjna on utilization of obligatory reserve equity ofthe Bank for fund for conducting the brokerage activity. In the changes to the Bank's Statute covered by the resolution on theintegration of Bank Polska Kasa Opieki S.A. with its seat in Warsaw ("Bank PekaoS.A.") with Bank BPH S.A. having its registered seat in Krakow ("Bank BPHS.A."), performed in a way of the spin-off of Bank BPH S.A. by transferring apart of Bank BPH S.A. property in a form of an organized part of enterprise toBank Pekao S.A., the fund for conducting a brokerage activity was separatedwithin reserve equities, resulting from planned expanding of Bank's businessactivity with brokerage activity. The bank conducting brokerage activities should have initial capital, whichmeans the fund allocated to brokerage activities, separated from the bank'sequity in the meaning of the provisions of the Act of 29 August 1997 - BankingLaw, increased by reserve funds established by the bank conducting brokerageactivities, with exception of the revaluation funds (art. 112.1 of the Act of 29July 2005 on financial instruments trading /Journal of Law No. 183, item 1538,as amended/). The minimal required amount of initial capital depends on thescope of conducted brokerage activities (art. 98 of the Act on trading). The amount of capital allocated for the brokerage activities by Bank Pekao S.A.is established as PLN 15 million. The initial capital requirement for BrokerageOffice of Bank Pekao S.A. was calculated pursuant to the Regulation of theMinistry of Finance dated April 14th 2006 on the scope and detailed rules ofdetermination of capital requirements and maximum amounts of credits, loans andissued debt securities in relation to equity (Journal of Law of 2006, No. 67,item 479). The analysis of the risks specified in the above regulations, with reference tothe planned scope of Brokerage Office of Bank Pekao S.A. brokerage activities,does not exceed the capital requirements calculated for fixed costs. Considering the objective of the Bank to conduct the brokerage activity,pursuant to the above legal requirements, the Bank will be obliged to make anappropriation to the fund for conducting a brokerage activity. Legal base: Par. 39 sect. 1 p. 3 and of the Ordinance of the Minister of Finance, dated 19October 2005 re: current and periodical information submitted by the issuers ofsecurities This information is provided by RNS The company news service from the London Stock Exchange