ANNOUNCEMENT ON  CONVENING THE ORDINARY GENERAL MEETING OF THE BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA FOR THE FINANCIAL YEAR 2018
 
The Management Board of the Bank Polska Kasa Opieki Spółka Akcyjna with the registered office in Warsaw, at  53/57 Grzybowska Street, 00-950 Warsaw, entered into the Entrepreneurs Register kept by the District Court for the capital city of  Warsaw in Warsaw, 12th Commercial Department of the National Court Register (KRS) under the KRS number 0000014843, entry into the KRS dated the 2nd of July 2001, (hereinafter referred to as “the Bank”, acting under the art. 395 § 1, 399 § 1, art. 402(1) and art. 402(2) of the Code of Commercial Companies in consideration of § 8 para. 1 and 2 of the Statute of the Bank Polska Kasa Opieki Spółka Akcyjna, convenes the Ordinary General Meeting for the financial year 2018.

As of the date of the notice the total number of Bank’s shares is 262.470.034, equivalent to 262.470.034 votes.

I. DATE, TIME AND VENUE OF THE ORDINARY GENERAL MEETING OF THE BANK AND DETAILED AGENDA OF THE MEETING

The Management Board convenes the Ordinary General Meeting for the financial year 2018 to be held on the 26th of June 2019 at 11.00 hours in Warsaw, at 31 Żwirki i Wigury Street in Building B of the Lipowy Office Park, with the following agenda:
1. Opening of the Ordinary General Meeting of the Bank Polska Kasa Opieki Spółka Akcyjna.
2. Election of the Chairman of the Ordinary General Meeting of the Bank Polska Kasa Opieki Spółka Akcyjna.
3. Verification whether the Ordinary General Meeting of the Bank Polska Kasa Opieki Spółka Akcyjna was convened correctly and is capable to take resolutions.
4. Election of the Vote Counting Committee.
5. Adoption of the Agenda of the Ordinary General Meeting of the Bank Polska Kasa Opieki Spółka Akcyjna.
6. Review of the Report of the Bank’s Management Board on the Bank Pekao S.A.’s operations in the financial year 2018.
7. Review of the Individual Financial Statements of the Bank Pekao S.A. for the year ended on the 31st  December 2018.
8. Review of the Report of the Bank’s Management Board on the Bank Pekao S.A. Capital Group’s operations in the financial year 2018.
9. Review of the Consolidated Financial Statements of the Bank Pekao S.A. Capital Group for the year ended on the 31st of December, 2018.
10. Review of the request of the Bank’s Management Board related to the coverage of undivided loss from previous years, which has arisen as a result of change in accounting principles in relation to the application of the International Financial Reporting Standard no. 9 (“Financial Instruments”) for the first time. 
11. Review of the request of the Bank’s Management Board related to the net profit distribution of the Bank Polska Kasa Opieki Spółka Akcyjna for the financial year 2018.
12. Review of the Report of the Supervisory Board of the Bank Polska Kasa Opieki Spółka Akcyjna on their operations in 2018 and results of the assessment of: reports on operations of the Bank Polska Kasa Opieki S.A. and the Capital Group of the Bank Polska Kasa Opieki Spółka Akcyjna for the year 2018, financial reports of the Bank Polska Kasa Opieki Spółka Akcyjna and the Capital Group of the Bank Polska Kasa Opieki Spółka Akcyjna for the year ended on the 31st of December 2018, requests of the Bank’s Management Board on the coverage of undivided loss from previous years, which has arisen as a result of change in accounting principles in relation to the application of the International Financial Reporting Standard no. 9 for the first time and profit distribution of the Bank Polska Kasa Opieki Spółka Akcyjna for the year 2018.
13. Taking resolutions on:
1) approval of the Report of the Bank’s Management Board on the Bank Pekao S.A.’s operations in  2018,
2) approval of Individual Financial Statements of the Bank Pekao S.A. for the year ended on the 31st of December 2018,
3) approval of the Report of the Bank’s Management Board on the Bank Pekao S.A. Capital Group’s operations in  2018,
4) approval of the Consolidated Financial Statements of the Capital Group of the Bank Pekao S.A. for the year ended on the 31st  December 2018,
5) coverage of undivided loss from previous years, which has arisen as a result of change in accounting principles in relation to the application of the International Financial Reporting Standard no. 9 (“Financial Instruments”) for the first time and use of reserve capital of the Bank Polska Kasa Opieki Spółka Akcyjna for this purpose,
6) net profit distribution of the Bank Polska Kasa Opieki Spółka Akcyjna for 2018,
7) approval of the Report of the Supervisory Board of the Bank Polska Kasa Opieki Spółka Akcyjna on their operations in 2018,
8) granting a vote of approval to the members of the Management Board of the Bank Polska Kasa Opieki Spółka Akcyjna for fulfilment of their duties in 2018,
9) granting a vote of approval to the members of the Supervisory Board of the Bank Polska Kasa Opieki Spółka Akcyjna for fulfilment of their duties in 2018.
14. Presentation of material elements of the plan of dividing the Centralny Dom Maklerski Pekao S.A., the report of the Management Board dated the 27th of February 2019, justifying the division of the Centralny Dom Maklerski Pekao S.A., opinion of the chartered auditor and any material changes related to assets and liabilities that have occurred between the date the division plan was executed and the date of passing the resolution on the division of the Centralny Dom Maklerski Pekao S.A.  
15. Taking a resolution on the division of the Centralny Dom Maklerski Pekao S.A.
16. Report on the assessment of the Remuneration Policy of the Bank Polska Kasa Opieki Spółka Akcyjna and taking a resolution on that matter.
17. Presentation by the Supervisory Board of the Report on the assessment of the Bank Polska Kasa Opieki Spółka Akcyjna’s application of the Corporate Governance Principles for Supervised Institutions in 2018.  
18. Review of the request of the Bank’s Management Board and taking resolutions on amending the Statute of the Bank Polska Kasa Opieki Spółka Akcyjna.
19. Closing of the Ordinary General Meeting of the Bank Polska Kasa Opieki Spółka Akcyjna.

II. DATE OF REGISTRATION OF PARTICIPATION IN THE ORDINARY GENERAL MEETING OF THE BANK AND INFORMATION ON THE RIGHT TO PARTICIPATE IN THE ORDINARY GENERAL MEETING OF THE BANK.

The date of registration of participation in the Bank’s Ordinary General Meeting falls sixteen days prior to the date of the Ordinary General Meeting (date of registration), i.e. on the 10th of June, 2019. Only people being the Bank’s Shareholders as of the 10th of June, 2019 i.e. the date of registration of the participation in the Ordinary General Meeting, have the right to participate in the Ordinary General Meeting of the Bank.

At the demand of the person entitled under the dematerialised bearer shares of the Bank, reported not earlier than after the announcement of the notice of Ordinary General Meeting, and not later than on the first working day after the registration date, i.e. not later than on the 11th of June, 2019, the entity running the securities deposit account shall issue a personal certificate confirming the right to participate in the Ordinary General Meeting.

The list of Shareholders entitled to participate in the Ordinary General Meeting shall be determined by the Bank’s Management Board based on the list prepared by the Krajowy Depozyt Papierów Wartościowych S.A. (the Central Securities Depository of Poland S.A.) under the regulations on trading in financial instruments.

III. PROCEEDINGS RELATED TO THE PARTICIPATION IN THE ORDINARY GENERAL MEETING OF THE BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA AND EXERCISING THE VOTING RIGHT.

1. Information on the Shareholder’s right to demand specific matters to be entered on the agenda of the Ordinary General Meeting

Shareholder or Shareholders representing at least one twentieth of the Bank’s share capital are entitled to demand specific matters to be included on the agenda of the Ordinary General Meeting. The demand of a Shareholder or Shareholders shall be notified to the Bank’s Management Board not later than twenty one days before the stipulated date of the Ordinary General Meeting, i.e. not later than on the 5th of June, 2019.
The request shall include justification or a draft of a resolution related to the suggested item on the agenda.

The demand may be filed in writing (i.e. served in person with receipt confirmation or sent to the Bank with mailing confirmation and receipt confirmation) to the address: Bank Polska Kasa Opieki Spółka Akcyjna Biuro Obsługi Organów Korporacyjnych, ul. Żwirki i Wigury 31, 02-091 Warszawa or in electronic form (e-mail) by sending electronic message to the e-mail address: wz@pekao.com.pl.

The date of filing the above request shall be deemed the date it was served to the Bank, and in case of using electronic form, the date the above request has entered the system of Bank’s electronic mail (entry to the Bank’s mail server). The above request may be served using properly filed in and signed form downloaded from the Bank’s website, whereas in case of using electronic form, the form and all attached documents are to be sent as appendixes in PDF format. A Shareholder or Shareholders demanding specific matters to be included on the agenda must present, with the request, documents confirming their identity and entitlement to demand specific matters to be included on the agenda of the Ordinary General Meeting, including in particular:
1) deposit certificate or certificate on the right to participate in the Bank’s Ordinary General Meeting, issued by the entity keeping the securities deposit account under the regulations on trading in financial instruments, confirming that the addressee is a Shareholder of the Bank and, as of the date of submitting the request, it holds sufficient number of shares, and
2) in case a Shareholder is an individual – a copy of ID card, passport or other identity-proving document, or
3) in case of a Shareholder other than an individual – a copy or original of valid entry into a relevant register, and in case the right to represent a

Shareholder does not result from a relevant register – both, document(s) confirming the right to represent a Shareholder and a copy or original of a valid entry into a relevant register.

Obligation to submit documents referred to above refers to Shareholders filing their request both, in written and electronic form. Documents shall be attached in a form adequate to the form of the request (paper document or its copy or a scan and conversion to PDF format).  The Bank is entitled to undertake necessary activities to identify a Shareholder or Shareholders and verify the legitimacy of documents sent.

The Bank’s Management Board shall immediately, not later however than eighteen days before the stipulated date of the Ordinary General Meeting, announce any changes on the agenda implemented at the demand of a Shareholder or Shareholders. A new agenda shall be announced at the Bank’s website, www.pekao.com.pl, and in a way defined for announcing on-going information, under the act on public offering, on conditions for the introduction of financial instruments into the organised trading system and on public companies.

2. Information on a Shareholder’s right to file drafts of resolutions related to matters entered on the agenda of the Ordinary General Meeting or matters that are to be entered on the agenda before the date of the Ordinary General Meeting.

Before the date of the Ordinary General Meeting, a Shareholder or Shareholders of the Bank representing at least one twentieth of the Bank’s share capital are entitled to submit to the Bank in writing (i.e. serve in person with receipt confirmation or send to the Bank with mailing confirmation and receipt confirmation) to the address: Bank Polska Kasa Opieki Spółka Akcyjna Biuro Obsługi Organów Korporacyjnych, ul. Żwirki i Wigury 31, 02-091 Warszawa or using electronic communication means (e-mail) by sending electronic message to the dedicated e-mail address: wz@pekao.com.pl, any drafts of resolutions related to matters entered on the agenda of the Ordinary General Meeting or matters that are to be entered on the agenda.  The above drafts of resolutions must be submitted to the Bank not later than 24 hours before the date of the Ordinary General Meeting due to the requirement of their announcement at the Bank’s website.

The date of filing the above notice shall be deemed the date and time it was served to the Bank, and in case of using electronic form, the date and time the above request has entered the system of Bank’s electronic mail (entry to the Bank’s mail server).

A Shareholder may submit drafts of resolutions using properly filed in and signed form downloaded from the Bank’s website, www.pekao.com.pl, whereas in case of using electronic communication means, the form and all attached documents are to be sent as appendixes in PDF format.
Drafts of resolutions shall be published immediately at the Bank’s website: www.pekao.com.pl

A Shareholder or Shareholders submitting drafts of resolutions shall present documents confirming their identity and entitlement to file drafts of resolutions, including in particular:
1) deposit certificate or certificate on the right to participate in the Bank’s Ordinary General Meeting, issued by the entity keeping the securities deposit account under the regulations on trading in financial instruments, confirming that the addressee is a Shareholder of the Bank and, as of the date of submitting the request, it holds sufficient number of shares, and
2) in case a Shareholder is an individual – a copy of ID card, passport or other identity-proving document, or
3) in case of a Shareholder other than an individual – a copy or original of valid entry into a relevant register, and in case the right to represent the

Shareholder does not result from a relevant register – both, document(s) confirming the right to represent of a Shareholder and a copy or original of a valid entry into a relevant register.

Obligation to submit documents referred to above refers to Shareholders filing their demand both, in written and electronic form. Documents shall be attached in a form adequate to the form of the request (paper document or its copy or a scan and conversion to PDF format). The Bank is entitled to undertake necessary activities to identify a Shareholder or Shareholders and verify the legitimacy of documents sent.

3. information on a Shareholder’s right to file drafts of resolutions related to matters entered on the agenda during the Ordinary General Meeting.

Each Shareholder is entitled to file drafts of resolutions related to matters entered on the agenda during the Ordinary General Meeting.

4. Information on the manner of exercising the voting right through a proxy, including, in particular, the forms used for voting through a proxy and a way to notify the Bank about granting a proxy using electronic communication means.

Shareholders are entitled to participate in the Ordinary General Meeting and exercise the voting right in person or through a proxy.

The proxy shall exercise all rights of the Shareholder at the Ordinary General Meeting, unless the power of attorney specifies otherwise. The proxy is entitled to grant further power of attorney, if it results from the provisions of the power of attorney.  The proxy can represent more than one Shareholder and vote differently from each Shareholder’s shares. A Shareholder holding shares deposited on more than one securities deposit account can establish separate proxies to exercise rights from shares deposited on each of the accounts. A Shareholder holding shares deposited on a collective securities deposit account can establish separate proxies to exercise rights from shares deposited on that account.

If a Shareholder is represented at the Ordinary General Meeting by a proxy who is a Member of the Management Board, a Member of the Supervisory Board, employee of the Bank, a member of Bank’s bodies or an employee of a Bank’s subsidiary, the granted power of attorney is valid for a Shareholder’s representation at one General Meeting only. A proxy is obliged to inform a Shareholder about any circumstances that may indicate that a conflict of interest has occurred or is possible to occur.  In such a case granting further power of attorney is excluded.

Power of attorney to participate in the Ordinary General Meeting and exercise the voting right must be granted in writing or in electronic form.  Power of attorney granted in electronic form does not require to be certified with safe electronic signature verified with valid qualified certificate.  Power of attorney issued in a foreign language shall be translated into Polish by a certified translator. Power of attorney which is not translated by a certified translator shall bring no legal effects.

A Shareholder may notify the Bank about granting a power of attorney in electronic form, using electronic mail, to a dedicated e-mail address:  wz@pekao.com.pl.

The notice on granting the power of attorney in electronic form shall contain a Shareholder’s telephone number and e-mail address as well as a telephone number and e-mail address of a proxy for the Bank to communicate with a Shareholder and a proxy. In case of any doubts, the Bank is entitled to undertake further activities for the verification of the validity of the power of attorney granted in an electronic form and identification of a Shareholder and a proxy.  Notice on granting a power of attorney shall also indicate the scope of a power of attorney, i.e. stipulate the number of shares from which the voting right will be exercised as well as the date of the General Meeting on which the rights will be exercised.
The notice shall be accompanied by copies of documents proving the Shareholder’s identity (scan and conversion to PDF format), in particular:
1) in case a Shareholder is an individual – a copy of ID card, passport or other identity-proving document, or
2) in case of a Shareholder other than an individual – a copy or original of valid entry into a relevant register, and in case the right to represent the Shareholder does not result from a relevant register – both, document(s) confirming the right to represent of a Shareholder and a copy or original of a valid entry into a relevant register (valid as of the date of granting a power of attorney).

Notice on granting a power of attorney in an electronic form must be filed 24 hours before the date of the Ordinary General Meeting at the latest, due to the need to carry out verification activities. The Bank shall undertake relevant activities aiming at identification of a Shareholder and a proxy in order to verify the validity of the power of attorney granted in an electronic form.  The verification can include an identity verification question in electronic form or by phone asked to a Shareholder or a proxy to confirm the fact of granting a power of attorney and its scope.

The Bank at its website shall make a specimen of the form of a notice on granting a power of attorney in electronic form available for downloading, and which may be used by a Shareholder to notify the Bank about granting a power of attorney in electronic form.  That form, having filled it in accordance with the manual contained therein, shall be sent by a Shareholder to a dedicated e-mail address stipulated above.

The proxy, to whom the power of attorney has been granted, shall be obliged to submit during the checking of absence list at the Ordinary General Meeting a document evidencing that a power of attorney has been granted in electronic form and identifying a Shareholder who has submitted that statement and document identifying a proxy.

A specimen of the form allowing for exercising the voting right by a proxy, containing data stipulated in art.  402(3) § 3 of the Code of Commercial Companies titled - ”A form allowing for exercising the voting right by a proxy at the Ordinary General Meeting of the Bank Polska Kasa Opieki Spółka Akcyjna with the registered office in Warsaw" was published at the Bank’s website, www.pekao.com.pl. If the proxy votes using the form, he or she must deliver the form to the Chairman of the Ordinary General Meeting, at the latest before the end of the voting on the resolution which, as per the Shareholder’s instruction, is to be voted using it.

Representatives of legal entities shall have an original or a copy certified by a notary of valid, i.e. issued within the last 3 months, certified copy of a relevant register, and in case the right to represent the Shareholder does not result from a relevant register, they shall have a written power of attorney (original or a copy certified by a notary) and original or a copy certified by a notary of an entry to a relevant register, valid as of the date of granting the power of attorney.

5. Information on the possibility and manner of participating in the Ordinary General Meeting using electronic communication means.

Taking into account that the Bank’s Shareholders are of large number, in different geographical locations and use various languages for communication; therefore, in order to meet by the Bank the requirements necessary for proper identification of Shareholders and keep adequate level of electronic communication safety, it is necessary for the Bank to provide high tech solutions, which the Bank does not currently have at its disposal, the Bank’s Management Board, under art. 406(5) § 2 of the Code of Commercial Companies and § 8a para. 2 of the Bank’s Statute, took a decision that it will not be possible to participate in the Ordinary General Meeting for 2018 using electronic communication means, referred to in art. 406(5) § 1 item 2 and 3 of the Code of Commercial Companies (two-way, real-time communication and exercising the voting right using electronic communication means).

6. Information on the manner and form of communication during the General Meeting using electronic communication means.

With regard to the decision of the Bank’s Management Board, referred to in section 5, there is no need to define the manner and form of communication during the Ordinary General Meeting using electronic communication means.

7. Information on the manner of exercising the voting right by mail as well as on the manner of exercising the voting right and objecting to resolutions using electronic communication means

With regard to the decision of the Bank’s Management Board, referred to in section 5, there is no need to define the manner of exercising the voting right and objecting to resolutions using electronic communication means.

The rules and regulations of Bank’s General Meetings do not provide for the possibility to exercise the voting right by mail.

IV. POSSIBILITY TO OBTAIN INFORMATION RELATED TO THE GENERAL MEETING

Full documentation to be presented at the Ordinary General Meeting, including the drafts of resolutions and information related to the Ordinary General Meeting will be published at the Bank’s website, at www.pekao.com.pl, from the date the Ordinary General Meeting has been convened.

A Shareholder entitled to participate in the Ordinary General Meeting may obtain, in hard copy, a full text of documentation to be presented at the Ordinary General Meeting and drafts of resolutions or remarks of the Bank’s Management Board or Supervisory Board in the Bank Headquarters, in Warsaw, at  31 Żwirki i Wigury Street, Building B on working days, between 10 a.m. and 3 p.m.

V. ELECTRONIC COMMUNICATION OF A SHAREHOLDER WITH THE BANK

Subject to restrictions provided for in the Code of Commercial Companies, the Bank’s Shareholders can contact the Bank using electronic communication means. In particular, the Bank’s Shareholders are entitled to submit motions, requests and sent notices and documents. Shareholders can communicate with the Bank in electronic form using dedicated e-mail address: wz@pekao.com.pl.

A Shareholder by using electronic communication means shall bear a sole risk related to their use.

The Bank shall be liable for safety, confidentiality and processing under the applicable regulations, of information contained in documents sent by electronic means, from the moment the documents enter into the electronic mail system of the Bank (entry to the Bank’s mail server).

In case a Shareholder sends documents to the Bank using electronic means, which originally were made in the language other than Polish, they shall be accompanied by their certified translation into Polish.  All documents sent by a Shareholder to the Bank, and by the Bank to a Shareholder by electronic means shall be scanned to PDF format.

VI. LIST OF SHAREHOLDERS

List of Shareholders entitled the participate in the Ordinary General Meeting will be presented in the Bank, in Warsaw,  31 Żwirki i Wigury Street, Building B, three working days before the Ordinary General Meeting is to be held, i.e. on the 21st, 24th and 25th of June, 2019.

A company Shareholder may demand sending him or her a list of shareholders entitled to participate in the Ordinary General Meeting, free of charge, by e-mail, giving the e-mail address, to which the list shall be sent.
Pursuant to art.  407 § 2 of the Code of Commercial Companies, the Bank’s Shareholder is entitled to demand copies of requests in matters included on the agenda, one week before date of the Ordinary General Meeting, i.e. from the 19th of June 2019.

VII. ADDRESS OF A WEBSITE WHERE INFORMATION ON ORDINARY GENERAL MEETING WILL BE PUBLISHED

Any information related to the Ordinary General Meeting as well as relevant forms are made available at the Bank’s website: www.pekao.com.pl

VIII. OTHER INFORMATION

Pursuant to art. 402 § 2 of the Code of  Commercial Companies, in consideration of planned amendments of the Bank’s Statute, the Bank’s Management Board informs about currently applicable provisions and the text of planned amendments of the Bank’s Statute.

The amendments of the Statute proposed by the Bank’s Management Board include:

1) giving the current § 6 para. 1 item 17 of the Bank’s Statute in the current wording:

“17) Providing payment services:
a) within the scope of issuing payment instruments and execution of payment operations with the use of such instruments,
b) as a paying agent
and performing activities connected these services,”

a new wording:

“17) Providing payment services:
a) within the scope of issuing payment instruments and execution of payment operations with the use of such instruments,
b) as a paying agent,
c) within the scope of initiating payment transaction and
d) within the scope of access to account information
and performing activities connected with these services,”

2) giving the current § 6 para. 1 item 20 of the Bank’s Statute in the current wording:

“20) Acquiring or purchasing shares and rights arising from shares of stock of another legal entity other than a bank, or investment in investment funds,”

a new wording:

“20) Taking up shares or acquisition of shares and rights to vote, shares of other legal entity not being a bank or participation units and investment certificates of investment funds,”

3) giving the current § 6 para. 1 item 24 of the Bank’s Statute in the current wording:

“24) Purchasing and selling real estate,”

a new wording:

“24) Purchasing and selling real estate, as well as letting them on hire or lease,”

4) replacing a full stop with a comma in § 6 para. 1 item 36  of the Bank’s Statute and adding a new item 37 of the wording:

“37) Performing acquisition activities for the benefit of entities offering employee capital plans and performing activities related to servicing participants of employee capital plans,”

5) adding in § 6 para. 1 of the Bank’s Statute a new item 38 of the wording:

“38) Performing acquisition activities for the benefit of voluntary pension funds and servicing participants of voluntary pension funds,”

6) adding in § 6 para. 1 of the Bank’s Statute a new item 39 of the wording:

“39) Keeping stock records under the concluded contracts,”

7) adding in § 6 para. 1 of the Bank’s Statute a new item 40 of the wording:

“40) Financial and operational participation in international projects and ventures,”

8) adding in § 6 para. 1 of the Bank’s Statute a new item 41 of the wording:

“41) Running online platform of social financing (crowdfunding) that combines financing granted by the Bank with social financing,”

9) adding in § 6 para. 1 of the Bank’s Statute a new item 42 of the wording:

“42) Providing services to the benefit of companies associated with the Bank or Bank’s shareholders, including among others:
a) use of information technologies and systems, including among others the use of software, IT infrastructure and data processing,
keeping accounting books
and financial and organisational participation in projects realized jointly with the capital related companies with the Bank or Bank’s Shareholders,”
10) adding in § 6 para. 1 of the Bank’s Statute a new item 43 of the wording:

“43) Cooperation with other entities within the capital group, in particular, using free technical, organisational and human, or IT resources, in accordance with their economic intended use and with special account to safety of the Bank’s and the entities’ operation,”

11) adding in § 6 para. 1 of the Bank’s Statute a new item 44 of the wording:

“44) Execution, independently or jointly with other entities, of other economic projects, domestically and abroad, including agency services in offering financial and non-financial services.”

12) giving the current § 13 item 17 of the Bank’s Statute in the current wording:

“17) Appointment of the entity authorised to examine financial statements and review the financial statements,”

 a new wording:

“17) Selection of auditing company to audit financial statements,”

13) adding in §14, para. 5 of the Bank’s Statute a new item 11 in the wording:

“11) is not a member of the Bank’s Supervisory Board for longer than 12 years.”

14) giving the current § 14 para. 5a of the Bank’s Statute in the current wording:

“At least three independent members of the Supervisory Board should have competence in accounting or financial revision, including at least one of them should additionally fulfill the conditions of independence as defined in art. 86 section 5 of the act of 7 May 2009 on chartered accountants and their governing body, entities authorized to examine financial statements and on public supervision.”

a new wording:

“5a. The majority of the members of the Supervisory Board, being the members of the Audit Committee, including its chairman, shall meet the independency conditions within the meaning of art. 129 para. 3 of the act of 11 May, 2017 on chartered auditors, auditing companies and public supervision. Members of the Supervisory Board being the members of the Audit Committee shall have the knowledge and skills in the fields of the Bank’s operations, whereas the condition is considered met if at least one member of the Audit Committee has the knowledge and skills in these fields or individual members have the knowledge and skills in these fields within some specific scopes. At least one member of the Supervisory Board being the member of the Audit Committee shall have the knowledge and skills in accountancy and auditing of financial statements”.

15) deleting from § 18 of the Bank’s Statute the current item18 in a wording:

“18) Approval of motions of the Management Board of the Bank related to outsourcing in strategic areas of business activity conducted by the Bank or in case of the commission of services having the value not lower than Euro 1,000,000,”.

16) giving the current § 18 item 21 of the Bank’s Statute in the current wording:

“21) Performance of assessment of intention of termination of an agreement with an entity authorized to examine financial statements,”

a new wording:

“21) Assessment of the intent to terminate the agreement with auditing company authorised to audit financial statements,”

17) giving the current § 18 item 24 of the Bank’s Statute in the current wording:

“24) Approval of the recovery plan of the Bank or the recovery plan of the Bank’s Capital Group prepared under the provisions of the Banking Act. "

a new wording:

“24) Approval of the Bank Recovery Plan or Group Recovery Plan, prepared under the regulations of the Banking Act."

18) giving the current § 20 para. 3 of the Bank’s Statute in the current wording:

“3. The Management Board of the Bank shall operate on the basis of the Rules of procedure adopted by it. Rules of procedure shall in particular define the matters which require joint consideration by the Management Board, as well as the procedure for adopting a resolution in writing.”

a new wording:

“3. The Management Board of the Bank shall operate on the basis of the Rules of procedure adopted by it. Rules of procedure shall in particular define the matters which require joint consideration by the Management Board. The Rules and Regulations shall define the principles of holding the Board’s meetings, including the Board’s meetings using the means of distance communication, and the principles of adopting resolutions by written procedure or by using the means of distance communication.”

19) giving the current § 20 para. 4 of the Bank’s Statute in the current wording:

“Resolutions of the Bank Management Board may be adopted after all members have been duly notified of the Management Board meeting. Resolutions are deemed valid when adopted in the presence of at least half of the Management Board members.”

a new wording:

“4. Resolutions of the Bank Management Board may be adopted after all members have been duly notified of the Management Board meeting. Resolutions are deemed valid when adopted at the Management Board meeting in the presence of at least half of the Management Board members.”

20) adding in § 20 of the Bank’s Statute a new item 6 in the wording:

“6. Adopting resolutions by written procedure and by using the means of distance communication shall not apply to resolutions taken in secret voting.”

21) giving the current § 25 of the Bank’s Statute in the current wording:

㤠25
1. Equity funds of the Bank, including positions decreasing them, in accordance with the regulations of Banking Law, shall consist of:
1) Basic funds,
2) Supplementary capital in the amount not higher than the basic funds of the Bank.
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 any anticipated charges and dividends whose amounts should not exceed the amount of the net profit, as verified by expert auditors.”

a new wording:

Ҥ 25 Basic capital (funds) of the Bank include:
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) Revaluation reserve,
6) Retained result from previous years,
7) Net result of the current reporting period.”

22) giving the current § 26 para. 2 of the Bank’s Statute in the current wording:

“2. Bank shall create funds provided for in binding legal acts.

a new wording:

“2. Bank shall create funds under the principles provided for in the applicable legal acts.“

23) giving the current title of Chapter VII of the Bank’s Statute in the current wording:

“VII. INTERNAL CONTROL”

a new wording:

“VII. INTERNAL CONTROL AND RISK MANAGEMENT”

24) giving the current § 38 para. 1 of the Bank’s Statute in the current wording:

“1. The aim of the internal control system of the Bank is to ensure:
1) compliance of Bank’s operations with law, internal regulations and market standards and with the strategy of the Bank,
2) effectiveness and efficiency of the Bank’s activity,
3) protection of assets,
4) prevention of losses and errors,
5) security, stability and effectiveness of operations,
6) reliability and completeness of accounting, management information and reliability of financial reporting,
7) compliance of transactions with generally binding provisions of law, supervisory rules and internal policies, plans, regulations and procedures,
8) support of the decision-making process,
9) observance of risk management principles in the Bank.”

a new wording:

“1. The purpose of the system of internal Bank’s control is to ensure:
1) efficiency and effectiveness of the Bank’s activity;
2) credibility of financial reporting
3) observance of risk management principles in the Bank.
4) compliance of the Bank’s operations with law, internal regulations and market standards.”

25) giving the current § 38 para. 2 item 2 of the Bank’s Statute in the current wording:

“2) a compliance unit whose task is to identify, evaluate, control and monitor the risk of non-compliance of Bank’s operations with law, internal regulations and market standards and to present relevant reports;”

a new wording:

“2) independent a compliance unit whose task is to identify, evaluate, control and monitor the risk of non-compliance of Bank’s operations with law, internal regulations and market standards and to present relevant reports;”

26) adding in § 38 of the Bank’s Statute a new item 5 in the wording:

“5. As a part of the risk management system, the Bank shall:
1) apply formalised principles intended to determine the amount of risk taken and the principles of risk management,
2) apply formalised principles intended to identification, measurement or estimation and monitoring of the risk present in the Bank’s operations, taking also into account the forecasted level of risk in the future,
3) apply formalised risk-reducing limits as well as procedures for the event the limits are exceeded.
4) apply formalised system of management reporting which enables monitoring of risk level,
5) have organisational structure adjusted to the amount and parameters of risk incurred by the Bank.”

For the efficient conduct of the meeting, the Management Board kindly asks the participants to arrive 45 minutes before the planned time of starting the General Meeting.

Drafts of resolutions constitute an appendix to the present Notice.

The Bank’s Management Board