Report No. 44/2024

Legal basis:

Paragraph 5 point 1 of the Ordinance of the Minister of Finance on 29 March 2018 on the current and periodic information published by issuers of securities and on the conditions for recognising such information as being equivalent to information required by the provisions of law of a non-member state

The report:

The Management Board of PKO Bank Polski S.A. (“Bank”) hereby informs that on 18 July 2024 the Bank was notified that the District Court for the Capital City of Warsaw, 13th Commercial Division of the National Court Register in Warsaw registered the amendments to the Bank’s Articles of Association, adopted by the resolution No. 11/2024 of the Annual General Meeting on 28 June 2024. On 2 May 2024 the Bank received the approval from the Polish Financial Supervision Authority to amend the Articles of Association.

The registration applies to the following amendments:

1. in § 4:

1) item 10 and item 16 in section 1 have been deleted;

2) in section 2, item 4 has been amended to read as follows:

“4) carrying out brokerage activities referred to in Article 69 of the Act of 29 July 2005 on trading in financial instruments, in the following scope:

a) accepting and transferring orders to purchase or sell financial instruments;

b) executing the orders referred to in point a) above on behalf of the principal;

c) purchasing or selling financial instruments on own account;

d) investment advice;

e) offering financial instruments;

f) provision of services in the performance of the underwriting agreements or the performance of other agreements of a similar nature, if their subject matter is financial instruments;

g) safekeeping and recording financial instruments, including keeping securities accounts, derivatives accounts and omnibus accounts, as well as keeping cash accounts, and keeping records of financial instruments;

h) providing advice on the capital structure, business strategy or other issues related to such structure or strategy to businesses;

i) consultancy and other services related to mergers, splits and acquisitions;

j) currency exchange, where this is related to brokerage activities within the scope specified in Article 69 section 2 of the Act of 29 July 2005 on trading in financial instruments;

k) preparation of investment analyses, financial analyses and other general recommendations concerning transactions in financial instruments;”;

3) item 1, item 5 and item 6 in section 3 shall be deleted.

2. in § 9 section 1, item 6) has been amended to read as follows:

“6) issue of bonds convertible into shares, bonds with pre-emptive rights, as well as subscription warrants and issue of capital bonds convertible into Bank’s shares in the event of a trigger event and increase of the share capital by converting capital bonds into Bank’s shares;”;

3. in § 20, section 1 has been amended to read as follows:

“1. All issues related to the management of the affairs of the Bank, which are not reserved for the General Meeting or the Supervisory Board by the generally applicable laws or the provisions of these Articles of Association, shall fall within the competences of the Management Board, including acquisition and disposal of real estate, an interest in real estate or a perpetual usufruct, which do not require permission of the General Meeting in accordance with § 9 or permission of the Supervisory Board in accordance with § 15, and the granting of the Bank’s shares in exchange for capital bonds in connection with the conversion of capital bonds into Bank’s shares in the event of a trigger event.”;

4. in § 28:

1) section 1 has been amended to read as follows:

“1. The Bank’s own funds shall be the sum of the Common Equity Tier 1 capital, Additional Tier 1 capital and Tier 2 capital.”

2) sections 3 and 4 have been added, reading as follows:

“3. The Bank may issue capital bonds and other financial instruments, on the basis of generally applicable laws, in order to qualify them as own funds.

 4. Prior authorization of the Polish Financial Supervision Authority shall be required in case are:

1) reduction, redemption or repurchase of instruments in Common Equity Tier 1 capital;

2) reduction, distribution or reclassification as another own funds item of the share premium accounts related to own funds instruments;

3) calling for the sale, redemption, repayment or repurchase of Tier 1 additional instruments or Tier 2 instruments before their contractual maturity.”