Legal basis: § 38.1.4 and § 38.1.5 of the Regulation of the Minister of Finance dated 19 February 2009 on current and periodic information published by issuers of securities and on the conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state Contents of the report: The Management Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna ("PKO BP", "Company" or "Bank") informs that on 2 June 2010 a request has been received from Bank Gospodarstwa Krajowego, a shareholder holding more than 5% of the Bank’s share capital, for supplementing the Agenda of the Ordinary General Meeting of the Bank convened on 25 June 2010, pursuant to Art. 401(1) of the Commercial Companies Code of 15 September 2000 (Journal of Laws [Dz. U.] of 2000, No. 94, p. 1037 as amended) with:
- adopting resolutions on changes in the composition of the Supervisory Board of the Bank
Bank Gospodarstwa Krajowego explanation for the above mentioned request: "Due to the registration of an increase in the share capital of Powszechna Kasa Oszczędności Bank Polski SA ("Company", "Bank") on 11 December 2009, Bank Gospodarstwa Krajowego owns 128,102,731 series D shares constituting 10.2482% of the Company's share capital; as of the day of submitting of this request, the number of Company's shares owned by BGK has not changed. BGK is therefore a shareholder holding the second highest number of the Company's shares and – taking into account BGK's value of commitment – should be represented in the Supervisory Board of the Company. The Ordinary General Meeting of the Company was convened on 25 June 2010; it shall be the first general meeting occurring after the above mentioned increase of the share capital. However, the Agenda of the Ordinary General Meeting of the Company announced on 27 May 2010 does not foresee an item allowing to supplement the composition of the Supervisory Board; submitting a request for supplementing the Agenda is therefore indispensable. BGK suggests an additional item of the Agenda was placed as point 12, and the previous points 12–14 were marked relevantly as 13–15 (draft resolution enclosed). BGK presents the enclosed draft resolutions on the dismissal from the composition of the Supervisory Board of the Bank and on appointing a member of Supervisory Board of the Bank. Pursuant to § 11 of the Company’s Articles of Association, the Supervisory Board shall consist of 6 to 11 members, however the number of members of the Supervisory Board shall be set by the Eligible Shareholder, which on the date of submitting this request is the State Treasury. The Supervisory Board currently consists of 7 persons, therefore the adoption of the first of these resolutions shall only be necessary if the number of members of the Supervisory Board is not increased. At the same time, Bank Gospodarstwa Krajowego informs that the information about the candidate proposed by Bank Gospodarstwa Krajowego to be appointed as a member of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski SA shall be disclosed at a later date. Please find enclosed three draft resolutions of the Ordinary General Meeting of the Company.
The Ordinary General Meeting approves the following Agenda:
- opening of the Ordinary General Meeting;
- election of the Chairperson of the Ordinary General Meeting;
- declaration that the Ordinary General Meeting has been duly convened and is capable of adopting valid resolutions;
- adoption of the Agenda of the Ordinary General Meeting;
- examination of the report of the Bank's Management Board on the activities of the PKO Bank Polski SA in 2009, including information on the activities of the Management Board of the Bank as the company body; also examining the financial statement of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna for 2009 and the motion of the Management Board of the Bank on the distribution of the profit earned by PKO Bank Polski SA for 2009;
- examination of the report of the Management Board of the Bank on the activities of the PKO Bank Polski SA Group in 2009 and the consolidated financial statement of the Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Group for 2009;
- examination of the report of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna containing the results of evaluation of: the financial statement of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna for 2009, the report of the Management Board of the Bank on the activities of PKO Bank Polski SA in 2009, the motion of the Management Board of the Bank on the distribution of the profit earned by PKO Bank Polski SA in 2009 and the report on the activities of the Supervisory Board of the Bank as the company body in 2009;
- adoption of resolutions on the following business: a) approving the report of the Management Board of the Bank on the activities of PKO Bank Polski SA in 2009; b) approving the financial statement of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna for 2009; c) approving the report of the Management Board of the Bank on the activities of the PKO Bank Polski SA Group in 2009; d) approving the consolidated financial statement of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Group for 2009; e) approving the report of the Supervisory Board of the Bank on the activities of the Supervisory Board of the Bank as the company body in 2009; f) distribution of the profit earned by PKO Bank Polski SA in 2009; g) payment of dividend for the year 2009; h) granting a vote of acceptance to members of the Management Board of the Bank for 2009; i) granting a vote of acceptance to members of the Supervisory Board of the Bank for 2009;
- adoption of a resolution on the amendments to the Article of Association of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna;
- adoption of a resolution on the amendments to the Rules and Regulations of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna;
- adoption of a resolution on principles of remuneration of the members of the Supervisory Board of the Bank;
- adopting resolutions on changes in the composition of the Supervisory Board of the Bank;
- presentation of the information of the Supervisory Board of the Bank on the outcome of the completed selection procedure for the positions of the President and Vice-President of the Management Board of the Bank;
- presentation of the report of the Supervisory Board of the Bank on the process of selling training and recreation centres;
- closure of the Meeting.
Pursuant to Article 385 par.1 of the Commercial Companies Code, the Ordinary General Meeting of Shareholders resolves as follows:
The following is dismissed from the Bank’s Supervisory Board: …
The Resolution takes effect as of the date of its adoption.
Pursuant to Article 385 par.1 of the Commercial Companies Code, the Ordinary General Meeting resolves as follows:
The following is appointed to the Bank’s Supervisory Board: …
The Resolution takes effect as of the date of its adoption.” Accordingly, the Bank announces the modified agenda of the Ordinary General Meeting convened to be held on 25 June 2010:
- opening of the Ordinary General Meeting;
- election of the Chairperson of the Ordinary General Meeting;
- declaration that the Ordinary General Meeting has been duly convened and is capable of adopting valid resolutions;
- adoption of the Agenda of the Ordinary General Meeting;
- examination of the report of the Bank's Management Board of PKO Bank Polski SA on the activities of PKO Bank Polski SA in 2009, including information on the activities of the Management Board as the company body; also examining the financial statement of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna for 2009 and the motion of the Management Board on the distribution of the profit earned by PKO Bank Polski SA for 2009;
- examination of the report of the Management Board of the Bank on the activities of the PKO Bank Polski SA Group in 2009 and the consolidated financial statement of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Group for 2009;
- examination of the report of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna containing the results of evaluation of: the financial statement of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna for 2009, the report of the Management Board of the Bank on the activities of PKO Bank Polski SA in 2009, the motion of the Management Board of the Bank on the distribution of the profit earned by PKO Bank Polski SA in 2009 and the report on the activities of the Supervisory Board as the company body in 2009;
- adoption of resolutions on the following business: a) approving the report of the Management Board of the Bank on the activities of PKO Bank Polski SA in 2009; b) approving the financial statement of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna for 2009; c) approving the report of the Management Board of the Bank on the activities of the PKO Bank Polski SA Group in 2009; d) approving the consolidated financial statement of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Group for 2009; e) approving the report of the Supervisory Board of the Bank on the activities of the Supervisory Board as the company body in 2009; f) distribution of the profit earned by PKO Bank Polski SA in 2009; g) payment of dividend for the year 2009; h) granting a vote of acceptance to members of the Management Board of the Bank for 2009; i) granting a vote of acceptance to members of the Supervisory Board of the Bank for 2009;
- adoption of a resolution on the amendments to the Articles of Association of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna;
- adoption of a resolution on the amendments to the Rules and Regulations of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna;
- adoption of a resolution on principles of remuneration of the members of the Supervisory Board of the Bank;
- adopting resolutions on changes in the composition of the Supervisory Board of the Bank;
- presentation of the information of the Bank's Supervisory Board on the outcome of the completed selection procedure for the positions of the President and Vice-President of the Management Board of the Bank;
- presentation of the report of the Supervisory Board of the Bank on the process of selling training and recreation centres;
- closure of the Meeting.