Amendment of the agenda of the OGM

Jun 06 2019 08:00 BSTSource: RNS

RNS Number : 3049B

Bank Pekao S.A.

06 June 2019

UNOFFICIAL TRANSLATION

6.06.2019 - Report 16/2019: Amendment of the agenda of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna for the financial year 2018.

Legal basis:
§ 19 sec. 1 p. 3 of the Regulation of the Minister of Finance of 29^th of March 2018 concerning current and periodical information published by issuers of securities and terms of recognizing as equivalent information required by laws of a non-Member State (Journal of Laws 2018 item 757).

With reference to current report no. 15/2019 dated 30^th of May 2019 regarding the announcement on convening the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna ("Bank") for the financial year 2018 on the 26^th of June 2019 ("ZWZ"), the Management Board of the Bank informs that it received a request from the Powszechny Zakład Ubezpieczeń Spółka Akcyjna ("PZU SA") to place specific matters on the agenda of the Ordinary General Meeting. The following draft resolutions were attached to the motion:

a) draft resolutions of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna regarding amendments to the Statute of Bank Polska Kasa Opieki Spółka Akcyjna;

b) draft resolution of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna regarding the amendment to the Resolution no. 42 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna regarding the principles of composing the remuneration of the Management Board of the Bank Polska Kasa Opieki Spółka Akcyjna, dated 21^st June 2018;

c) draft resolution of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna regarding the amendment to the Resolution no. 41 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna regarding the principles of composing the remuneration of members of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna, dated 21^st of June 2018;

At the same time, the Bank's Management Board informs that in connection with the requests of the shareholder referred to above, the following three subsequent points have been added to the agenda of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna for the financial year 2018:

19. Adoption of resolutions on the amendment of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna.
20. Adoption of a resolution on the amendment of the Resolution No. 42 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna regarding the principles of shaping the remuneration of the Management Board of the Bank Polska Kasa Opieki Spółka Akcyjna, dated 21^st of June 2018.
21. Adoption of a resolution on the amendment of the Resolution No. 41 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna regarding the principles of shaping the remuneration of members of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna of 21^st of June, 2018.

The agenda of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna for the financial year 2018 including the shareholders requests is as follows:

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. Adoption of resolutions on the amendment of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna.

20. Adoption of a resolution on the amendment of the Resolution No. 42 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna regarding the principles of shaping the remuneration of the Management Board of the Bank Polska Kasa Opieki Spółka Akcyjna, dated 21^st of June 2018.

21. Adoption of a resolution regarding the amendment of the Resolution No. 41 of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna regarding the principles of shaping the remuneration of members of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna of 21^st of June, 2018.

22. Closing of the Ordinary General Meeting of the Bank Polska Kasa Opieki Spółka Akcyjna.

Justification of PZU SA to new items 19., 20 and 21. adopted into the agenda:

"The shareholder's application to include the aforementioned issues in the agenda of the meeting of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna, convened for 26^th of June 2019, aims to adapt the Statute of the Bank and the principles governing the remuneration of Management Board and Supervisory Board members to the regulations in effect in the PZU Group."

The draft resolutions of the Ordinary General Meeting submitted by PZU SA are attached to the report above. Other draft resolutions of the Ordinary General Meeting remain unchanged.

RESOLUTION No. …………../2019

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA

dated …………………… 2019

amending the Statute of Bank Polska Kasa Opieki Spółka Akcyjna

Pursuant to Article 430 § 1 of the Code of Commercial Companies and § 13(8) of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna hereby resolves as follows:

§ 1

The Statute of Bank Polska Kasa Opieki Spółka Akcyjna shall be amended in the following manner:

1) In § 13, item 15a shall be added after item 15, reading as follows:

"15a) Determination of principles based on which remuneration of the Management Board members is defined,";

2) In § 18:

a) item 4a shall be added after item 4, reading:

"4a) Review of the Management Board's report on representation expenses, expenses pertaining to legal services, marketing services, public relations and social communication services, as well as management consulting services";

b) item 11, previously reading:

"11) Determination of the terms and conditions of agreements providing for the employment relationship or another legal relationship between the members of the Management Board and the Bank,"

shall receive the following wording:

"11) Determination of the terms and conditions of agreements providing for the legal relationship between the members of the Management Board and the Bank, conclusion, termination and amendment of agreements with Management Board members, as well as determination of their remuneration and the principles of their compensation, with the rules set forth by the General Meeting of Shareholders taken into consideration, pursuant to § 13(15a),";

c) item 11, previously reading:

shall receive the following wording:

"16) approval of motions of the Bank's Management Board on the acquisition, encumbrance or disposal of real property or a share in real property, or the right of perpetual usufruct, provided that the value thereof exceeds 5,000,000 zlotys. In the remaining cases, the decision shall be made by the Bank's Management Board without the need to obtain approval of the Supervisory Board, under reserve of § 18a."

3) § 18a shall be added after § 18, reading as follows:

"§ 18a

The following shall require an approval of the Supervisory Board:

1) conclusion of an agreement concerned with the provision of legal services, marketing services, public relations and social communication services, as well as management consulting services, if the value of remuneration envisaged for the services rendered under such an agreement or, jointly, under other agreements concluded with the same entity, exceeds PLN 500,000 net per annum,

2) amendment of an agreement concerned with the provision of legal services, marketing services, public relations and social communication services, as well as management consulting services, increasing the value of remuneration above the amount stipulated in item 1,

3) amendment of an agreement concerned with the provision of legal services, marketing services, public relations and social communication services, as well as management consulting services, increasing the value of remuneration above the amount stipulated in item 1,

4) conclusion of an agreement:

a) donation agreement or another agreement of a similar effect, with its value exceeding PLN 20,000 or 0.1% of the sum of assets in the meaning of the Accounting Act of 29 September 1994, determined based on the last approved financial statement,

b) debt release agreement or another agreement of a similar effect, with its value exceeding
PLN 50,000 or 0.1% of the sum of assets in the meaning of the Accounting Act of 29 September 1994, determined based on the last approved financial statement.";

5) disposal of fixed asset components in the meaning of the Accounting Act of 29 September 1994, constituting intangible assets, tangible assets or long-term investments, including provision of an in-kind contribution to a company or a co-operative, where the market value of such components exceeds 5% of the sum of assets in the meaning of the Accounting Act of 29 September 1994, determined based on the last approved financial statement, as well as submitting these components for use, to another entity, for a period of time that is longer than 180 days in a calendar year, pursuant to a legal transaction, where the market value of the subject of the legal transaction exceeds 5% of the sum of assets, under reserve that:

a) rent, lease and other agreements under which asset components are transferred to other entities for use, against a fee - the market value of the subject of the legal transaction shall be deemed to be equal to the value of payments for:

- one year - if the asset component has been transferred for use pursuant to an agreement concluded indefinitely,

- the term of the agreement - in the case of definite period agreements,

b) lend and other agreements under which asset components are transferred to other entities for use, free of charge - the market value of the subject of the legal transaction shall be deemed to be equal to the value of payments that would be due if a rent or lease agreement had been concluded, for:

- one year - if the asset component will be transferred for use pursuant to an agreement concluded indefinitely,

- the term of the agreement - in the case of definite period agreements;

6) acquisition of fixed asset components in the meaning of the Accounting Act of 29 September 1994, with their value exceeding:

a) PLN 100,000,000, or

b) 5% of the sum of assets in the meaning of the Accounting Act of 29 September 1994, determined based on the last approved financial statement;

7) acquisition or purchase of shares or stocks of another company, with the value thereof exceeding:

a) PLN 100,000,000, or

b) 10% of the sum of assets in the meaning of the Accounting Act of 29 September 1994, determined based on the last approved financial statement;

8) sale of shares or stocks of another company, with the market value thereof exceeding:

a) PLN 100,000,000, or

b) 10% of the sum of assets in the meaning of the Accounting Act of 29 September 1994, determined based on the last approved financial statement.";

4) in § 20, item 3a shall be added after item 3, reading as follows:

"3a. The Management Board of the Bank shall draw up and submit, to the Supervisory Board, a report on representation expenses, expenses pertaining to legal services, marketing services, public relations and social communication services, as well as management consulting services.";

5) in § 21, item 1a shall be added after item 1, reading as follows:

"1a. Management Board members are appointed based on a qualification procedure aiming to verify and assess the qualifications of the candidates and to appoint the best candidate.";

6) § 21a shall be added after § 21, reading as follows:

"§ 21a

A person:

1) meeting, jointly, all of the following conditions, may be appointed a member of the Bank's Management Board:

a) holds a higher degree or a foreign higher degree that has been recognized in the Republic of Poland pursuant to separate regulations,

b) has been employed, over the period of at least 5 years, based on a contract of employment, appointment, selection, nomination, cooperative or civil law contract of employment, or has been rendering services pursuant to another agreement or has been conducting business activity on its own account,

c) has at least 3 years of experience in holding managerial or independent positions, or in conducting business activity on its own account,

d) meets the requirements, other than those listed under clauses a-c, provided for in separate regulations, and, in particular, does not violate any restrictions or bans concerned with holding the position of a member of a management body of commercial companies;

2) not meeting any of the following conditions, must not be appointed a member of the Bank's Management Board:

a) acts in the capacity of a voluntary assistant, or is employed at an office of a Member of Parliament, a senator, an office of a Member of Parliament and a senator, an office of a Member of the European Parliament, or works pursuant to an employment contract, pursuant to a contract of mandate or pursuant to another contract of a similar nature,

b) is a member of a statutory body of a political party, which body represents that party outside and is authorized to assume obligations,

c) is employed, by a political party, pursuant to an employment contract, or works pursuant to a contract of mandate or pursuant to another contract of a similar nature,

d) has been appointed a member of a company trade union organization, or of a trade union organization of a capital group company,

e) its social or professional activity creates a conflict of interests with regard to the Bank's activity.";

7) § 12(4), previously reading as follows:

"4. The Management Board of the Bank handles the affairs of and represents the Bank. Any issues that are not reserved - under legal regulations or the Statute - for other governing bodies of the Bank, shall be the responsibility of the Bank's Management Board. Under reserve of § 18(6) of the Bank's Statute, purchasing, encumbering or disposing of real property, a right of perpetual usufruct or a share in real property shall be reserved for the sole competence of the Management Board and shall not require a resolution of the General Meeting of Shareholders. Members of the Bank's Management Board shall coordinate and supervise the activity of the Bank, pursuant to the delegation of duties adopted by the Management Board of the Bank and approved by the Supervisory Board."

shall receive the following wording:

"4. The Management Board of the Bank handles the affairs of and represents the Bank. Any issues that are not reserved - under legal regulations or the Statute - for other governing bodies of the Bank, shall be the responsibility of the Bank's Management Board. Under reserve of § 18(16) and § 18a of the Bank's Statute, purchasing, encumbering or disposing of real property, a right of perpetual usufruct or a share in real property or a share in a right of perpetual usufruct shall be reserved for the sole competence of the Management Board and shall not require a resolution of the General Meeting of Shareholders. Members of the Bank's Management Board shall coordinate and supervise the activity of the Bank, pursuant to the delegation of duties adopted by the Management Board of the Bank and approved by the Supervisory Board.";

8) § 33b shall be added after § 33a, reading as follows:

"§ 33b

1. The sale, by the Bank, of fixed asset components in the meaning of the Accounting Act of 29 September 1994, shall take place based on a tender procedure or on an auction, in the case of components whose market value exceeds 0.1% of the sum of assets determined based on the last approved financial statement, unless the market value of those assets does not exceed PLN 20,000.

2. Under reserve of items 4 and 5, the Bank may sell the fixed asset components referred to in item 1, without holding a tender or an auction:

1) if the sale of the aforementioned components is performed within the framework of the Bank's activity referred to in Article 6 of the Banking Law,

2) if the sale of the aforementioned components is related to the satisfaction of the Bank's claims towards a debtor, in connection with the take-over of collateral securing the Bank's receivables,

3) in justified cases, upon approval of the Management Board, expressed by means of its resolution that has been approved by the Supervisory Board, has been expressed.

3. The rules based on which the tender or the auction referred to in item 1 are held are set forth in the Regulations of the tender or of the auction, as adopted by the Management Board of the Bank.

4. If a consent of the Supervisory Board is required to sell fixed asset components, the Bank may conclude the legal transaction aiming to sell such fixed asset components provided that the consent of the Supervisory Board has been obtained.

5. If the sales of fixed asset components is performed with the consent of the Supervisory Board, no tender or auction have to be held.".

§ 2

The General Meeting of Shareholders authorizes the Bank's Supervisory Board to compile a consolidated version of the Statute, incorporating the amendments introduced by means of the present Resolution.

§ 3

The resolution shall enter into force on the date of its adoption, under reserve that an authorization of the Polish Financial Supervision Authority has been received and that amendments to the Statute of Bank Polska Kasa Opieki Spółka Akcyjna have been registered in the register of entrepreneurs of the National Court Register.

RESOLUTION No. …………../2019

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA

dated …………………………… 2019

amending the Statute of Bank Polska Kasa Opieki Spółka Akcyjna

Acting pursuant to Article 430 § 1 of the Code of Commercial Companies and § 13(8) of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders of the Bank hereby resolves as follows:

§ 1

The Statute of Bank Polska Kasa Opieki Spółka Akcyjna shall be amended by adding, in § 14, after item 5a, items 5b, 5c and 5d reading, respectively, as follows:

"5b. A candidate Supervisory Board member, appointed by a company with a State Treasury shareholding which remains, in its relations with the Bank, a dominant entrepreneur in the meaning of Article 4(3) of the Act on competition and consumer protection dated 16 February 2007, should meet the requirements set forth in Article 19(1-3) and (5) of the Act on managing state property dated 16 December 2016.

5c. The General Meeting of Shareholders shall immediately take effort aiming to dismiss a member of the Supervisory Board who fails to meet the requirements provided for in the Statute.

5d. The obligation referred to in item 6 shall not apply to Supervisory Board members appointed by a company other than a company with a State Treasury shareholding which remains, in its relations with the Bank, a dominant entrepreneur in the meaning of Article 4(3) of the Act on competition and consumer protection dated 16 February 2007.".

§ 2

§ 3

RESOLUTION No. …………../2019

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA

dated …………………… 2019

amending the Statute of Bank Polska Kasa Opieki Spółka Akcyjna

§ 1

The Statute of Bank Polska Kasa Opieki Spółka Akcyjna shall be amended in the following manner:

1) In § 18, item 4b shall be added, reading as follows:

"4b) Review of the report on the application of good practices referred to in Article 7(3) of the Act on managing state property,";

2) in § 20, item 3b shall be added after item 3, reading as follows:

"3b. The Management Board shall draw up and submit, to the Supervisory Board, a report on the application of good practices referred to in Article 7(3) of the Act on managing state property.".

§ 2

§ 3

RESOLUTION No. …………../2019

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA

dated ………. 2019

amending Resolution 41 of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna dated 21 June 2018 on principles based on which the remuneration of the members of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna is determined

Acting pursuant to § 13(15) of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders of the Bank hereby resolves as follows:

§ 1

Resolution 41 of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna dated 21 June 2018 on the principles based on which the remuneration of the members of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna is determined, is amended in the following manner:

§ 1(1), previously reading as follows:

"1. The monthly remuneration of the Bank's Supervisory Board members shall be equal to the product of the average monthly salary in the production sector, excluding the profit-based bonuses paid in the fourth quarter of the preceding year, as announced by the President of the Central Statistical Office (GUS), and the factor of 2.75."

shall receive the following wording:

"1. The monthly remuneration of the Bank's Supervisory Board members shall be equal to the product of the base amount referred in Art. 1(3)(11) of the Act on determining the remuneration of persons managing certain companies dated 9 June 2016, and the factor of 2.75.

§ 2

The resolution shall enter into force on the date of its adoption.

RESOLUTION No. …………../2019

OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS

OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA

dated ………. 2019

amending Resolution 42 of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna dated 21 June 2018 on principles based on which the remuneration of the members of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna is determined

Acting pursuant to Article 378 § 2 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of the Bank hereby resolves as follows:

§ 1

Resolution 42 of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna dated 21 June 2018 on the principles based on which the remuneration of the members of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna is determined, is amended in the following manner:

§ 2(2), previously reading as follows:

"2. The fixed remuneration of the individual Management Board members shall be within the range of 7 to 15 average monthly salaries in the production sector, excluding the profit-based bonuses paid in the fourth quarter of the preceding year, as announced by the President of the Central Statistical Office (GUS)."

shall receive the following wording:

"2. The fixed remuneration of the individual Management Board members shall be within the range of 7 to 15 base amounts referred in Art. 1(3)(11) of the Act on determining the remuneration of persons managing certain companies dated 9 June 2016".

§ 2

The resolution shall enter into force on the date of its adoption.

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Amendment of the agenda of the OGM