Legal basis: § 38.1.1 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, in connection with Article 4021 of the Commercial Companies Code Contents of the report:
Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, with its registered office in Warsaw at ul. Puławska 15, 02-515 Warsaw, registered at the District Court for the City of Warsaw, XIII Commercial Division of the National Court Register, under KRS 0000026438; date of registration 12 July 2001. Date, time, place and agenda of the meeting Pursuant to Article 399 § 1 in connection with Article 400 § 1 of the Commercial Companies Code, the Management Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna („PKO BP SA” or „Bank”) hereby convenes the Extraordinary General Meeting of Shareholders (“Meeting”) for 31 August 2009, 11 a.m., at ul. Puławska 15 in Warsaw. Agenda
- Opening of the Meeting,
- Election of the Chairman of the Meeting,
- Confirmation that the Meeting has been duly convened and is qualified to adopt binding resolutions,
- Approval of the agenda,
- Adoption of resolutions on the following business: a) Changes to the composition of the Bank’s Supervisory Board, b) Amendment to Resolution No. 39/2009 by the Extraordinary General Meeting of Shareholders on 30 June 2009 on increasing the Bank’s share capital; the proposed subscription date is 6 October 2009.
- Report by the Management Board on progress in increasing the Bank’s share capital,
- Closure of the Meeting.
The right of shareholders to request the inclusion of specific business in the Meeting’s agenda A shareholder or shareholders representing at least one twentieth of the Bank’s share capital may request the inclusion of specific business in the agenda of the Meeting. The request should be submitted to the Management Board no later than twenty one days prior to the scheduled date of the Meeting, i.e. by 9 August 2009. The request should include an explanation or the draft of a resolution on the proposed item in the agenda. It may be sent in the form of electronic mail to – wza@pkobp.pl. The right of shareholders to propose draft resolutions Prior to the Meeting, a shareholder or shareholders of PKO BP SA representing at least one twentieth of the share capital may submit to the bank draft resolutions on any business in the agenda or any business which they propose to include in the agenda, which they may do either in writing or by electronic mail to wza@pkobp.pl. Furthermore, during the Meeting itself any shareholder may propose draft resolutions on the business included in the agenda. Manner of voting by proxy A shareholder who is a natural person may attend and vote at the Meeting either in person or by proxy. A shareholder who is not a natural person may attend and vote at the Meeting through a person who is duly authorised to submit declarations of will on its behalf or by proxy. To be valid, the power of attorney should be drawn up in writing and enclosed with the minutes of the Meeting, or submitted by electronic mail. The template of a power of attorney at the end of this announcement will be available as of the date of release of this announcement on the Bank’s website, under “Investor Relations (General Meeting)”. The issue of a power of attorney by electronic mail should be reported to the Bank by means of an electronic mail message sent to wza@pkobp.pl, making sure that it is possible to verify the validity of the power of attorney. The message reporting the issue of such a power of attorney should include details of the proxy and his client (their forenames, surnames, addresses, telephone numbers and e-mail addresses). A message reporting the issue of a power of attorney should also state the scope of authorisation, i.e. state the number of shares vis-à-vis which voting rights are to be exercised and the date and title of the Bank shareholders meeting at which these votes are due to be exercised. The Bank shall take suitable action to identify the shareholder and proxy in order to verify the validity of the power of attorney which was submitted by electronic mail. The verification may require an electronic mail message or telephone call to the shareholder and/or proxy in order to confirm the power of attorney and its scope. The Bank warns that in such a case, the absence of a reply to such a query will render it impossible to verify the power of attorney and will constitute grounds for refusing to allow the proxy to take part in the Meeting. The right to represent a shareholder who is not a natural person should derive from an extract from the relevant commercial register shown when the attendance list is drawn up (submitted either in the original or in the form of a copy certified by a notary), or from a series of powers of attorney. A person or persons representing a shareholder who is not a natural person should appear in a current extract from that shareholder’s commercial register. Members of the Bank’s Management Board and Bank employees may act as proxies to shareholders at the Meeting. If a proxy at the Meeting is a member of the Bank’s Management Board or Supervisory Board, or is a liquidator, employee or member of any governing body of a Bank subsidiary, his power of attorney may allow him to act at only one meeting of shareholders. A proxy is obliged to notify a shareholder of any circumstances which may suggest a conflict of interests or a likelihood thereof. The granting of a further power of attorney is not possible. A proxy votes in accordance with the instructions he received from the shareholder. The manner and possibility of taking part in the Meeting via electronic channels of communication The Bank foresees no possibility of taking part in the Meeting via electronic channels of communication. The manner of expressing opinions during a Meeting via electronic channels of communications The Bank foresees no possibility of expressing opinions during a Meeting with the use of electronic channels of communication. The manner of voting by correspondence or via electronic channels of communication The Bank foresees no possibility of voting by correspondence or via electronic channels of communication. Date of registration of attendance at the Meeting The date of registration (“Registration Day”) of attendance at the Meeting is 15 August 2009. Entitlement to attend the Meeting Only persons who are Bank shareholders on Registration Day are entitled to attend the Meeting. Holders of registered shares and provisional certificates, as well as pledgees and users holding voting rights, are entitled to attend the Meeting if they are included in the share register on Registration Day. At the request of a holder of a dematerialised Bank bearer share submitted no sooner than after the announcement of holding the Meeting, i.e. no sooner than on 4 August 2009, and no later than on the first working day after Registration Day, i.e. no later than on 17 August 2009, the body which maintains the securities account shall issue a personal certificate of entitlement to attend the Meeting. The Bank makes it clear that persons may attend the Meeting only if: a) they were shareholders of the Bank on Registration Day. i.e. on 15 August 2009, and b) they applied – no sooner than on 4 August 2009 and no later than on 17 August 2009 – to the body which maintains their securities account for the issue of a personal certificate of entitlement to attend the Meeting. A list of shareholders eligible to attend the Meeting shall be displayed at the Bank’s head office at ul. Puławska 15, 02-515 Warsaw, from 8 a.m. to 3 p.m., during the three business days preceding the date of the Meeting, i.e. from 26 to 28 August 2009. A Bank shareholder may ask to be sent a list of shareholders eligible to attend the meeting free of charge by electronic mail, providing his own electronic mail address to which the list should be sent. Persons eligible to attend the Meeting are asked to register and collect their voting cards in front of the meeting hall one hour before the Meeting starts. Access to documentation The documentation due to be placed before the Meeting, together with the drafts of resolutions, shall be placed on the Bank’s website as of the date on which the Meeting is convened, pursuant to Article 4023 § 1 of the Commercial Companies Code. Comments by the Bank’s Management Board or Supervisory Board or any business already included or due to be included in the agenda prior to the Meeting shall be available on the Bank’s website as soon as they have been drawn up. Information about the Meeting is available at www.pkobp.pl.
[place, date]
I [(forename and surname), holder of identity document No. [number of document] / (name of legal person)] hereby authorise Mr./Mrs [forename and surname), holder of identity document No. [number of document] to attend the Extraordinary General Meeting of Shareholders of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna on 31 August 2009 and to exercise voting rights under the shares in PKO BP held [ by me / by (name of the legal person)].