Szukaj
2007-03-23

Legal basis: § 39.1.1 of the Ordinance of the Minister of Finance of 19th October, 2005 on current and periodical information provided by the issuers of securities Contents of the report: Pursant to Art. 399.1 of the Companies and Partnerships Code the Management Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna has convened the Annual General Meeting of Shareholders for 26 April 2007, at 11 a.m., in Bank’s seat at 15 Puławska st., Warsaw. Agenda

  1. opening the Annual General Meeting;
  2. electing the Chairman of the Annual General Meeting;
  3. declaring that the Annual General Meeting has been duly convened and is capable of adopting valid resolutions;
  4. adopting the agenda;
  5. presentation of the PKO BP S.A. Supervisory Board report on the outcome of the completed selection procedure for the positions of the President and Vice-Presidents of the Bank Management Board;
  6. presentation of the PKO BP S.A. Supervisory Board report on the process of selling the hotels and offsite training centres;
  7. presentation of the Bank Management Board information about the adopted strategy of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna;
  8. considering the report of the Management Board on the activities of the Bank in the year 2006, including information on the activities of the Management Board of the Bank as the governing body; also considering the financial statements of the Bank for the year 2006 and the motion of the Management Board on the distribution of the profit earned by the Bank in 2006;
  9. considering the report of the Supervisory Board containing the results of evaluation of: the report of the Management Board on the activities of the Bank in 2006, the 2006 financial statements of the Bank, the motion of the Management Board on the distribution of the profit earned by the Bank in 2006 and the report on the activities of the Supervisory Board as the governing body in 2006;
  10. adopting resolutions on: a) approving the report of the Management Board on the activities of the Bank in 2006, b) approving the financial statements of the Bank for the year 2006, c) approving the report of the Supervisory Board on the activities of the Bank in 2006, d) the distribution of the profit earned by the Bank in 2006, e) the payment of dividend for the year 2006, f) the acknowledgment of due performance of duties vested in the Management Board members in 2006, g) the acknowledgment of due performance of duties vested in the Supervisory Board members in 2006,
  11. considering the report on the activities of the PKO BP SA Capital Group in 2006 and the 2006 consolidated financial statements of the PKO BP SA Capital Group, and adopting resolutions on: a) approving the report on the activities of the PKO BP SA Capital Group in 2006, b) approving the 2006 consolidated financial statements of the PKO BP SA Capital Group,
  12. adopting a resolution on principles and amount of remuneration of the Bank Management Board President,
  13. approving the Rules and Regulations of the Supervisory Board of the Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna,
  14. adopting resolutions on amendments to the Articles of Association of the Bank,
  15. closing the General Meeting.

Pursuant to art. 402 § 2 second sentence of the Companies and Partnerships Code the Management Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna announces the planned amendments to the Bank Articles of Association. The planned amendments relate to the following: 1) amendments to § 4.2.6, § 11.6, § 15.1.8, § 18, § 22.3, § 23.1.7, and § 23.2-4. 2) new provisions at § 4.2.15; § 26.6. 3) deletion of § 21.3; § 25.1.2. Current wording: „§ 4 (…) 2. In addition to the activities referred to in Par. 4.1 above, the Bank’s scope of business shall include: (…) 6) acting as a depositary pursuant to the provisions of the Act on Organisation and Operation of Pension Funds, (…)” Proposed wording: „§ 4 (…) 2. In addition to the activities referred to in Par. 4.1 above, the Bank’s scope of business shall include: (…) 6) acting as a depositary pursuant to the provisions of the Act on Organisation and Operation of Pension Funds and Act on Investment Funds, (…)” Current wording: „§ 11 (…) 6. Should the mandate of a member of the Supervisory Board expire, the Management Board shall promptly convene the General Meeting in order to supplement the composition of the Supervisory Board.” Proposed wording: „§ 11 (…) 6. If, following the expiration of the mandate of a Supervisory Board member, the number of Supervisory Board members falls below the minimum specified at § 11.1, the Management Board shall promptly convene the General Meeting in order to supplement the composition of the Supervisory Board.” Current wording: „ § 15 1. In addition to the rights and obligations provided for in the generally applicable laws and regulations and the provisions of these Articles of Association, the Supervisory Board shall adopt resolutions on the following matters: (…) 8) appointing and dismissing by secret vote the Vice-President 1st Deputy President, the Vice-Presidents and other members of the Management Board, upon a motion of the President of the Management Board, (…)” Proposed wording: „§ 15 1. In addition to the rights and obligations provided for in the generally applicable laws and regulations and the provisions of these Articles of Association, the Supervisory Board shall adopt resolutions on the following matters: (…) 8) appointing and dismissing by secret vote the Vice-Presidents and other members of the Management Board, upon a motion of the President of the Management Board, (…)” Current wording: „§ 18 1. The Management Board shall consist of 3 (three) to 8 (eight) members. 2. The Management Board shall include: the President of the Management Board, the Vice-President 1st Deputy President, Vice-Presidents and other members of the Management Board.” Proposed wording: „§ 18 1. The Management Board shall consist of 3 (three) to 9 (nine) members. 2. The Management Board shall include: the President of the Management Board, Vice-Presidents and other members of the Management Board.” Current wording: „§ 21 Representations on behalf of the Bank shall be made by: 1) the President of the Management Board acting individually; 2) two members of the Management Board acting jointly, or one member of the Management Board acting jointly with a commercial proxy; 3) two commercial proxies acting jointly; 4) attorneys acting individually or jointly, within the scope of their power of attorney. Proposed wording: „§ 21 Representations on behalf of the Bank shall be made by: 1) the President of the Management Board acting individually; 2) two members of the Management Board acting jointly, or one member of the Management Board acting jointly with a commercial proxy; 3) attorneys acting individually or jointly, within the scope of their power of attorney. Current wording: „§ 22 (…) 3. The Management Board shall make is determinations by way of resolutions or decisions. (…)” Proposed wording: „§ 22 (…) 3. The Management Board shall make is determinations by way of resolutions. (…)” Current wording: „§ 23 1. The President of the Management Board shall: (…) 7) present motions to the Supervisory Board for appointment and dismissal of the Vice-President 1st Deputy President, Vice-Presidents and other members of the Management Board, (…) 2. In particular the President of the Management Board shall be responsible for the matters related to supervision over the functions supporting the operation of the Bank’s governing bodies and matters related to supervision over the functions supporting the operation of the standing committees of the Bank, and the matters related to internal audit, communication and promotion, and human resources management. 3. During the absence of the President of the Management Board his or her duties shall be fulfilled by the Vice-President 1st Deputy President, and during the absence of the Vice-President 1st Deputy President – by any other member of the Management Board appointed by the President of the Management Board. 4. The member of the Management Board whose appointment was approved by the Commission for Banking Supervision shall be responsible in particular for the matters related to strategy and planning, organisation and restructuring, investor relations and equity investments as well as legal matters. (…)” Proposed wording: „§ 23 1. The President of the Management Board shall in particular: (…) 7) present motions to the Supervisory Board for appointment and dismissal of the Vice-Presidents and other members of the Management Board, (…) 2. In particular the President of the Management Board shall be responsible for the matters related to supervision over the functions supporting the operation of the Bank’s governing bodies and matters related to supervision over the functions supporting the operation of the standing committees of the Bank, and the matters related to internal audit, communication and promotion, legal matters and human resources management. 3. During the absence of the President of the Management Board his or her duties shall be fulfilled by a member of the Management Board appointed by the President of the Management Board. 4. The member of the Management Board whose appointment was approved by the Commission for Banking Supervision shall be responsible in particular for the matters related to risk management. (…)” Current wording: „§ 25 1. The governing bodies of the Bank shall issue the following internal regulations: 1) resolutions – the Supervisory Board and the Management Board; 2) decisions – the Management Board; 3) orders – the President of the Management Board; 4) circulars and decisions – the entities authorised under other internal regulations. (…)” Proposed wording: „§ 25 1. The governing bodies of the Bank shall issue the following internal regulations: 1) resolutions – the Supervisory Board and the Management Board; 2) orders – the President of the Management Board; 3) circulars and decisions – the entities authorised under other internal regulations. (…)” The following new provisions shall be added: „§ 4 2. In addition to the activities referred to in Par. 4.1 above, the Bank’s scope of business shall include: (…) 15) services of selling and redeeming investment fund units.” The following new provisions shall be added: „§ 26 6. Appointment and dismissal of the director and deputy directors of the internal audit unit requires prior approval of the Supervisory Board.” The Management Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna informs that the owners of the bearer shares may participate in the General Meeting provided that not later than one week prior to the date of the General Meeting, i.e., by 17 April 2007, they will have deposited at the registered office of the Bank, 15 Puławska st., 02-515 Warsaw, the bearer share certificates issued by the entities maintaining securities accounts and will not have collected them until the General Meeting is closed. The holders of the registered shares, the pledgees and the users enjoying voting rights may participate in the General Meeting provided they will have been entered in the share register not later than one week prior to the date of the General Meeting, i.e., by 17 April 2007. The registered share certificates may be deposited between 11 and 17 April 2007 (on business days), from 9 a.m. to 3 p.m. The list of shareholders entitled to participate in the General Meeting will be displayed at the seat of the Bank at 15 Puławska st., 02-515 Warsaw, on the ground floor, from 9 a.m. to 3 p.m., 3 business days prior to the date of the General Meeting, i.e., between 23 and 25 April 2007. The shareholders may participate in the General Meeting personally or by proxy. The proxy shall be granted in writing, otherwise being null and void and shall be attached to the minutes of the General Meeting. The signature on the proxy granted by a shareholder being a natural person should be certified by a notary public. The persons acting for the shareholders who are legal persons should present current extracts from the relevant registers (originals or true copies certified by a notary public), naming the persons authorised to represent those entities. The persons entitled to participate in the General Meeting are requested to register and collect the voting slips directly in front of the meeting hall two hours before the opening of the General Meeting.