UNOFFICIAL TRANSLATION

Legal basis:

Article 56 Section 1 point 2 of the Offering Act – current and periodic information

Content of the report:

With reference to the current report 31/2021 dated 13 October 2021, in which Bank Polska Kasa Opieki Spółka Akcyjna (the "Bank") informed that by the decision of the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register ("Court") dated 11 October 2021, registered the amendments to the Bank's Statute adopted by the Ordinary General Meeting of the Bank dated 11 June 2021 ("OGM 2021"), despite the request of the Bank to suspend registration proceedings until the approval of the Polish Financial Supervision Authority ("KNF") is obtained, Bank informs that as a result of the Bank's complaint against the court referendary's decision, the Court suspended the proceedings.

On January 12, 2022, the Bank submitted to the Court the decision of the Polish Financial Supervision Authority to consent to the changes indicated in this report.

On 12 April 2022, the Bank received the decision of the Court dated 11 April 2022 in which the Court, inter alia, decided to uphold the decision of the court referendary dated 11 October 2021 and the entry of amendments to the Bank’s Statute adopted by the OGM 2021, consisting in: (i) amending of the wording of § 5 of the Bank’s Statute (adopted by the resolution no 34 of the OGM 2021), (ii) amending of the wording of § 6(1) point 20 of the Bank’s Statute (adopted by the resolution no 36 of the OGM 2021), (iii) amending of the wording of § 18 point 8 of the Bank’s Statute (adopted by the resolution no 38 of the OGM 2021), (iv) amending of the wording of § 18 point 18 of the Bank’s Statute (adopted by the resolution no 39 of the OGM 2021), (v) adding to § 18 point 25 of the Bank’s Statute (adopted by the resolution no 40 of the OGM 2021), (vi) adding to § 18 point 26 of the Bank’s Statute (adopted by the resolution no 41 of the OGM 2021), (vii) adding to § 18 point 27 of the Bank’s Statute (adopted by the resolution no 42 of the OGM 2021), (viii) adding § 22(5) of the Bank’s Statute (adopted by the resolution no 44 of the OGM 2021) and (ix) adding § 22(6) of the Bank’s Statute (adopted by the resolution no 45 of the OGM 2021).

The Bank also informs that with regard to amendments to the Bank's Statute consisting in: (i) adding to § 6(1) point 19a of the Bank’s Statute (adopted by the resolution no 35 of the OGM 2021) and (ii) amending of the wording of § 6(1) point 33 of the Bank’s Statute (adopted by the resolution no 37 of the OGM 2021) the proceedings were excluded by the Court for a separate decision.

Amendments to the Bank's Statute covered by the decision of the court referendary which has been maintained in force:

1) § 5 of the Bank’s Statute was amended by giving it the following wording:

Ҥ 5. The organisational structure of the Bank comprises:

1) the Head Office of the Bank,

2) operating units at the Head Office of the Bank,

3) other organisational units.”

2) § 6 (1) point 20 of the Bank’s Statute was amended by giving it the following wording:

“20) Acquisition or purchase or shares and rights attached to shares, shares of another legal person or participation units and investment certificates of investment funds,”,

3) § 18 (8) of the Bank’s Statute was amended by giving it the following wording:

“8) Appointment and dismissal of the Vice-Presidents and Members of the Management Board of the Bank, with the results of the suitability assessment taken into consideration,”,

4) § 18 (18) of the Bank’s Statute was amended by giving it the following wording:

“18) Approval of motions of the Management Board of the Bank regarding outsourcing on the basis of one or more legal transactions concluded with one entity in the period of consecutive 12 month sand regarding outsourcing of the same type of activities, in cases where services with the value of not less than the equivalent of EUR 1,000,000 net, denominated in the Polish currency, are contracted, based on the average exchange rate of the Polish currency against euro, published by the NBP on the date preceding the date of approval of the motion.”,

5) a new point 25 was added to § 18 of the Bank’s Statute in the following wording:

“25) supervising the implementation of the internal governance at the Bank and assessing its adequacy and effectiveness. The internal governance at the Bank and its implementation should be assessed by the Supervisory Board at least once a year,”,

6) a new point 26 was added to § 18 of the Bank’s Statute in the following wording:

“26) supervising compliance with the Bank’s policies and approval of the policies adopted by the Management Board of the Bank,”,

7) a new point 27 was added to § 18 of the Bank’s Statute in the following wording:

“27) approval of the rules for making changes to the organisational structure adopted by the Management Board of the Bank, and supervising activities of the Management Board of the Bank related to their implementation.”,

8) a new § 26 (5) of the Bank’s Statute was added in the following wording:

“5. The Management Board of the Bank is responsible for implementing the internal governance at the Bank and ensuring that it is complied with, and for periodic assessment and verification to adjust the internal governance at the Bank to the changing internal situation and the environment of the Bank.”

9) a new § 26 (6) of the Bank’s Statute was added in the following wording:

“6. The Management Board of the Bank drafts and adopts in the form of a resolution the rules for making changes to the organisational structure, i.e. creating new and changing or liquidating the existing organisational units and ensures their implementation.”

The consolidated text of the Bank’s Statute is attached to this Report.

Legal basis: § 5 point 1 in connection with § 6 of the Regulation of the Minister of Finance of 29 March 2018 regarding current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required by the laws of a non-member state (Journal of Laws of 2018, item 757).