Principles for amending the Articles of Association of PKO Bank Polski SA
Amendments to the Articles of Association of PKO Bank Polski SA fall within the competence of the General Meeting of Shareholders and require passing a resolution by a three-quarter majority of votes, the consent of the Polish Financial Supervision Authority in instances specified in the Act – Banking Law, and making an entry in the register of entrepreneurs in the National Court Register. Moreover, in accordance with Article § 10 section 4 of the Articles of Association of PKO Bank Polski SA resolutions of the General Meeting of Shareholders on share preferences and issues concerning the Bank’s merger by transferring all of its assets to another company, its liquidation, reduction in the share capital by redeeming some of its shares without a simultaneous increase in the share capital or changing the scope of the Bank’s activities resulting in the Bank ceasing its banking activities requires a 90% majority of the votes cast.
Amendments to the Articles of Association made in 2017
13 March 2017 – Resolution of the Extraordinary General Meeting of Shareholders on amendments to the Bank’s Articles of Association
On 13 March 2017, the Extraordinary General Meeting of Shareholders of PKO Bank Polski SA passed resolution no. 4/2017 on the amendments to the Articles of Association of PKO Bank Polski SA. The amendments were aimed at enabling a Member of the Management Board other than the President of the Management Board to supervise the activities of the Bank related to legal support and compliance risk. As part of the amendments to the Articles of Association, the areas of the Bank’s activities supervised by the President were clarified by including safety, strategy and human resource management matters.
On 10 April 2017, the aforementioned amendments to the Articles of Association of PKO Bank Polski SA were entered into the register of entrepreneurs in the National Court Register.
14 June 2017 – Draft Resolution of the Extraordinary General Meeting of Shareholders on amendments to the Bank’s Articles of Association
On 14 June 2017, the State Treasury represented by the Minister of Development and Finance, submitted a draft resolution for the Annual General Meeting of Shareholders of PKO Bank Polski SA convened for 22 June 2017, pertaining to the amendments to the Bank’s Articles of Association in relation to the competencies of the authorities of the Bank, manner of appointing Members of the Management Board and principles for disposing of tangible fixed assets consistent with the Act of 16 December 2016 on the principles of state assets management. The amendments to the Bank’s Articles of Association were also aimed at adjusting its contents to the requirements arising from new legal regulations applicable to the Bank, and in particular the Regulation of the Minister of Finance of 6 March 2017 on the risk management system and internal control system, remuneration policy and detailed method of estimating the internal capital in banks, Regulation (EU) No. 537/2014 of the European Parliament and of the Council on specific requirements regarding the statutory audit of public-interest entities and the Act on statutory auditors, audit firms and public supervision. In relation to a break in the Annual General Meeting of Shareholders, the decision on amendments to the Bank’s Articles of Association was made at the resumed meeting on 20 July 2017. Amendments to the Bank’s Articles of Association were accepted, as specified in detail in resolution no. 50/2017 of the Annual General Meeting of Shareholders published on the website of the Bank at: https://www.pkobp.pl/media_files/b21fa41e-d2b2-4bc6-bfa1-ea333c089b8c.pdf.
On 15 December 2017, the aforementioned amendments to the Articles of Association of PKO Bank Polski SA were entered into the register of entrepreneurs in the National Court Register.