Current Report No. 31/2012 - Convening the Ordinary General Meeting of Powszechna Kasa Oszczędności Bank Polski S.A.

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 402(1) and Article 402(2) of the Commercial Companies Code The report: Announcement by the Management Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna on convening an Ordinary General Meeting 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 Capital City of Warsaw, XIII Commercial Division of the National Court Register, under the number KRS 0000026438; date of registration 12 July 2001. Date, Time, Place and Agenda of the General Meeting The Management Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna ("PKO Bank Polski SA" or "Bank"), pursuant to Article 399(1) in relation to Article 395(1) of the Commercial Companies Code, hereby convenes the Ordinary General Meeting on 6 June 2012 at 10 a.m., in Warsaw at ul. Puławska 15. Agenda

1. Opening of the Ordinary General Meeting;
2. Election of the Chairman of the Ordinary General Meeting;
3. Declaring that the Ordinary General Meeting has been duly convened and is capable of adopting valid resolutions;
4. Adoption of the Agenda;
5. Examination of the report of the Management Board of the Bank on the activities of PKO Bank Polski SA in 2011, and also examining the financial statements of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna for the year ended on 31 December 2011 and the motion of the Bank's Management Board on the distribution of the profit earned by PKO Bank Polski SA in 2011;
6. Examination of the report of the Management Board of the Bank on the activities of PKO Bank Polski SA Group for 2011 and the consolidated financial statements of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Group for the year ended on 31 December 2011;
7. Examination of the report of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna containing the results of evaluation of: the financial statements of PKO BP SA for 2011, the report of the Management Board of the Bank on the activities of PKO BP SA for 2011, the motion of the Management Board of the Bank on the distribution of profit earned by PKO BP SA in 2011 and the report on the activities of the Supervisory Board as a company body in 2011;
8. 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 for 2011;
   b) Approving the financial statements of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna for the year ended on 31 December 2011;
   c) Approving the report of the Management Board of the Bank on the activities of PKO Bank Polski SA Group for 2011;
   d) Approving the consolidated financial statements of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Group for the year ended on 31 December 2011;
   e) Approving the report of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna for 2011;
   f) Distribution of the profit earned by PKO Bank Polski SA in 2011;
   g) Defining the amount of dividend per each share, dividend day and the day of its payment;
   h) Granting a vote of acceptance to the members of the Management Board of the Bank for 2011;
   i) Granting a vote of acceptance to the members of the Supervisory Board of the Bank for 2011;
9. Adoption of a resolution on acceptance of the Rules and Regulations of the General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna;
10. Adoption of a resolution on the amendments to the Rules and Regulations of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna;
11. Adoption of resolutions on the changes to the composition of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna;
12. Presentation of the report of the Bank’s Supervisory Board on the process of selling training and recreation centres;
13. Closure of the Meeting.

Right of a shareholder to Request the Inclusion of Specific Business in the Ordinary General 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 Ordinary General Meeting. The request should be submitted to the Management Board of the Bank no later than twenty one days prior to the scheduled date of the Meeting, i.e. before 15 May 2012. The request should include an explanation or the draft resolution on the proposed item in the Agenda. The request can be made in writing (i.e. it can be delivered personally upon confirmation of receipt, or it can be sent to the Bank upon confirmation of sending and receipt) at the address: Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna with its seat in Warsaw at ul. Puławska 15, 02-515 Warsaw, Investor Relations Office, or in the electronic form (e-mail) by sending an e-mail message at the dedicated e-mail address: wza@pkobp.pl. The proof that the abovementioned request was submitted in due time will be the date of its receipt by the Bank, and in case of the requests submitted in the electronic form – the date of turning up of the aforementioned drafts in the electronic mail system of the Bank (the date of their entry into the mail server of the Bank). The abovementioned request can be submitted with the use of the properly filled in and signed form downloaded from the website of the Bank, whereas in case of use of the electronic form it is required that the form and all enclosed documents be sent as attachments in PDF format. The shareholder or shareholders requesting to include the specific issues in the Agenda have to present, along with the request, documents confirming their identity and eligibility to demand to include specific issues in the Agenda of the Ordinary General Meeting, in particular:

1. a certificate of deposit or a certificate about the right to participate in the Ordinary General Meeting of the Bank, issued by the entity running the securities account, according to the provisions of trading in financial instruments, confirming that its addressee is the shareholder of the Bank and that he possesses the proper number of shares on the day of the submission of the request;
2. in case of a shareholder being a natural person – a copy of the ID card, passport or another document confirming his identity;
3. in case of a shareholder other than a natural person – a copy of an actual extract from the relevant register or another document confirming the authorisation to represent the shareholder.

A duty to attach the documents, referred to herein above, concerns both shareholders submitting the request in written as well as in electronic form. The documents shall be attached in the form relevant for the request (a document on paper or its copy or a scan and conversion into PDF format). The Bank may take necessary actions with the aim to identify the shareholder or shareholders and verify the validity of sent documents. The Management Board – without delay, however no later than eighteen days before the fixed date of the Ordinary General Meeting, i.e. no later than on 18 May 2012 – will announce the changes in the Agenda introduced at the request of the shareholder or shareholders. The announcement concerning the new Agenda will be published on the Bank’s website www.pkobp.pl Right of a shareholder to propose Draft Resolutions The shareholder or shareholders of the Bank representing at least one twentieth of the share capital can, before the date of the Ordinary General Meeting, submit to the Bank in writing (i.e. deliver personally upon confirmation of receipt, or send to the Bank upon confirmation of sending and receipt) at the address of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna with its seat in Warsaw at ul. Puławska 15, 02-515 Warszawa, Investor Relations Office or with the use of the means of electronic communication by sending an e-mail message at the dedicated e-mail address wza@pkobp.pl the draft resolutions concerning the issues introduced into the Agenda of the Ordinary General Meeting, or the issues which are to be introduced into the Agenda. The draft resolutions can be submitted by a shareholder with the use of the properly filled in and signed form downloaded from the website of the Bank, whereas in case the electronic means of communication is used, it is required that the form and all the enclosed documents be sent as attachments in the PDF format. A shareholder or shareholders submitting the draft resolutions should present the documents confirming their identity and eligibility to submit the drafts of resolutions, in particular:

1. a certificate of deposit or a certificate about the right to participate in the Ordinary General Meeting of the Bank, issued by the entity running the securities account, according to the provisions of trading in financial instruments, confirming that its addressee is the shareholder of the Bank and that he possesses the proper number of shares on the day of the submission of the request;
2. in case of a shareholder being a natural person – a copy of the ID card, passport or another document confirming his identity,
3. in case of a shareholder other than a natural person – a copy of an actual extract from the relevant register or another document confirming the authorisation to represent the shareholder.

A duty to attach the documents, referred to herein above, concerns both the shareholders submitting the request in written as well as in the electronic form. The documents shall be attached in the form relevant for the request (a document on paper or its copy or a scan and conversion into PDF format). The Bank may take necessary actions with the aim to identify the shareholder or the shareholders and verify the validity of sent documents. Furthermore, during the Ordinary General Meeting itself any shareholder may propose draft resolutions on the business included in the Agenda. Manner of Voting by Proxy The shareholder who is a natural person may participate in the Ordinary General Meeting, exercise his voting right in person or by proxy. The shareholder who is not a natural person may attend and vote at the Ordinary General Meeting through a person who is duly authorised to submit declarations of will on their behalf or by a proxy. To be valid, the power of attorney should be drawn up in writing and enclosed with the minutes of the Ordinary General 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 electronic mail 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, 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-a-vis which voting rights are to be exercised and the date and title of the General 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 or proxy in order to confirm the power of attorney and its scope. In case of doubts, the Bank may take further actions in order to verify the validity of the power of attorney granted in electronic form and identification of the shareholder and the proxy. The Bank warns that 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 Ordinary General 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. Persons representing a shareholder who is not a natural person should appear in a current extract from that shareholder’s commercial register. A member of the Management Board of the Bank or an employee of the Bank may be a shareholder's proxy at the Ordinary General Meeting. If a proxy at the Ordinary General Meeting is a member of the Bank’s Management Board or Supervisory Board, or is a liquidator, employee or member of bodies of a Bank subsidiary, his power of attorney may allow him to act at only one General Meeting. 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. Manner and Possibility of Taking Part in the Ordinary General Meeting by means of electronic communication The Bank foresees no possibility of taking part in the Ordinary General Meeting by means of electronic communication. Manner of Expressing Opinions During the Ordinary General Meeting by means of electronic communication The Bank foresees no possibility of expressing opinions during the Ordinary General Meeting by means of electronic communication. Manner of Voting by Correspondence or by means of electronic communication The Bank foresees no possibility of voting by correspondence or by means of electronic communication. Date of Registration of Attendance at the Ordinary General Meeting The date of registration (“Record Day”) of attendance at the Ordinary General Meeting is 21 May 2012. Entitlement to Attend the Ordinary General Meeting Only persons who are shareholders of the Bank on the Record Day are entitled to attend the Ordinary General Meeting. Holders of registered shares and provisional certificates, as well as pledgees and users holding voting rights, are entitled to attend the Ordinary General Meeting, if they are included in the share register on the Record Day. At the request of a holder of a dematerialised Bank bearer share submitted no sooner than after the announcement of holding the Ordinary General Meeting, i.e. no sooner than on 10 May 2012, and no later than on the first working day after the Record Day, i.e. no later than on 22 May 2012, the body which maintains the securities account shall issue a personal certificate of entitlement to attend the General Meeting. The Bank makes it clear that persons may attend the Ordinary General Meeting only if:
a) they were shareholders of the Bank on the Record Day, i.e. on 21 May 2012, and
b) they applied – no sooner than on 10 May 2012 and no later than on 22 May 2012– to the body which maintains their securities account for the issue of a personal certificate of entitlement to attend the General Meeting. A list of shareholders eligible to attend the Ordinary General Meeting shall be displayed at the Management Board office at ul. Puławska 15, 02-515 Warsaw, from 10 a.m. to 2 p.m., during the three business days preceding the date of the General Meeting, i.e. 2 June 2012 and from 4 June 2012 to 5 June 2012. A shareholder of the Bank may ask to be sent a list of shareholders eligible to attend the Ordinary General 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 Ordinary General Meeting are asked to register and collect their voting cards/devices in front of the meeting hall one hour before the Meeting starts. Access to Documentation The documentation to be presented before the Ordinary General Meeting, together with the draft resolutions, shall be placed on the Bank’s website as of the date on which the Ordinary General Meeting is convened, pursuant to Article 402(3)(1) of the Commercial Companies Code. Comments by the Management Board of the Bank or the Supervisory Board of the Bank or any business already included or due to be included in the Agenda prior to the Ordinary General Meeting shall be available on the Bank’s website as soon as they have been drawn up. Information about the Ordinary General Meeting is available at www.pkobp.pl website.  

[place, date]

I [(forename and surname), holder of identity document No. [number of document] / (acting on behalf of name of legal person)] hereby authorise Mr/Ms [forename and surname), holder of identity document No. [number of document] to attend the Ordinary General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna on 6 June 2012 and to exercise voting rights under the shares in PKO Bank Polski held [by me / by (name of the legal person)].