Current Report No. 12/2005 - Amending Corporate Charter of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna

Legal grounds: Paragraph 45.1.2 of the Ordinance of the Council of Ministers of 21st March, 2005 on current and periodical informationprovided by issuers of securities Contents of the report: Pursuant to Article 402 § 2, 2nd sentence, of the Commercial Companies Code, the Management Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna presents the projected changes to the wording of the Bank’s Corporate Charter: § 6 of the Corporate Charter of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna shall be amended in such way that:

1. in Section 1 Items 2 and 3, the word “registered” shall be replaced with the word “bearer”,
2. Sections 3 and 4 shall be deleted,
3. the current Section 5 shall be designated Section 3.

The wording so far:

1. The Bank’s share capital shall amount to PLN 1,000,000,000 (one billion) and shall be divided into 1,000,000,000 (one billion) shares, each with the nominal value of PLN 1 (one), of which
   1. 510,000,000 (five hundred and ten million) shall be Series A registered shares numbered A 000000001 through A 510000000;
   2. 105,000,000 (one hundred and five million) shall be Series B registered shares numbered B 000000001 through B 105000000;
   3. 385,000,000 (three hundred and eighty-five million) Series C registered shares numbered C 000000001 through C 385000000.
2. The conversion of Series A shares into bearer shares and the transfer of such shares shall require a consent expressed in a Council of Ministers resolution. The conversion of the shares into bearer shares or the transfer of Series A shares upon obtaining the aforementioned consent shall cause the restrictions set out in the preceding sentence in respect of the shares subject to the conversion into bearer shares or transfer to expire, to the extent to which such consent was granted.
3. Series B shares shall become bearer shares upon the expiry of the terms of prohibition of the sale of individual shares envisaged in Article 38 of the Act of August 30, 1996 on commercialisation and privatisation (that is, in Dziennik Ustaw 2002.171.1397, as amended) in conjunction with Article 48 of the Act of August 29, 1997 the Banking Law (that is, in Dziennik Ustaw 2002.72.665, as amended), referred to hereinafter as the “Banking Law”, and such shares cannot be converted into bearer shares prior to the lapse of such term.
4. Series C shares shall become bearer shares upon the Bank’s shares being admitted to public trading.
5. Subject to Article 28 Section 2 of Banking Law, a conversion of bearer shares into registered shares is not permitted.”

Proposed wording:

1. The Bank’s share capital shall amount to PLN 1,000,000,000 (one billion) and shall be divided into 1,000,000,000 (one billion) shares, each with the nominal value of PLN 1 (one), of which
   1. 510,000,000 (five hundred and ten million) shall be Series A registered shares numbered A 000000001 through A 510000000;
   2. 105,000,000 (one hundred and five million) shall be Series B bearer shares numbered B 000000001 through B 105000000;
   3. 385,000,000 (three hundred and eighty-five million) Series C bearer shares numbered C 000000001 through C 385000000.
2. The conversion of Series A shares into bearer shares and the transfer of such shares shall require a consent expressed in a Council of Ministers resolution. The conversion of the shares into bearer shares or the transfer of Series A shares upon obtaining the aforementioned consent shall cause the restrictions set out in the preceding sentence in respect of the shares subject to the conversion into bearer shares or transfer to expire, to the extent to which such consent was granted.
3. Subject to Article 28 Section 2 of Banking Law, a conversion of bearer shares into registered shares is not permitted.”

§ 11 Section 1 of the Corporate Charter of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna shall be amended by repealing the original wording and inserting new wording in its place: The wording so far:

1. The Supervisory Board shall be composed of between 6 (six) and 11 (eleven) members appointed for a three-year term. The number of Supervisory Board members shall be determined by Authorised Shareholder (as defined below), including the instances when a motion is submitted for the election of Supervisory Board by way of voting in groups.”

Proposed wording:

1. The Supervisory Board shall be composed of between 6 (six) and 11 (eleven) members appointed for a concurrent three-year term. The number of Supervisory Board members shall be determined by Authorised Shareholder (as defined below), including the instances when a motion is submitted for the election of Supervisory Board by way of voting in groups.”