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) 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 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 Meeting The Management Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna ("PKO Bank Polski SA" or "Bank"), pursuant to Article 399(1) and in relation to Article 398 and Article 400(1) of the Code of Commercial Partnerships and Companies, hereby summons the Extraordinary General Meeting on 14 April 2011 at 11 a.m., in Warsaw, ul. Puławska 15. Agenda
- opening of the Extraordinary General Meeting;
- election of the Chairperson of the Extraordinary General Meeting;
- declaration that the Extraordinary General Meeting has been duly convened and is capable of adopting valid resolutions;
- adoption of the Agenda of the Extraordinary General Meeting;
- adoption of a resolution on the amendments to the Articles of Association of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna;
- closure of the Meeting.
Amendments to the Articles of Association The projected amendments to the Articles of Association of the Bank have been attached as appendices to the resolution of the Extraordinary General Meeting on amendments to the Articles of Association of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna. Right of Shareholders to Request the Inclusion of Specific Business on the Extraordinary 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 on the Agenda of the Extraordinary General 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 24 March 2011. The request should include an explanation or the draft of a resolution on the proposed item on the Agenda. It may be submitted via electronic mail to: wza@pkobp.pl. Right of Shareholders to Propose Draft Resolutions Prior to the Extraordinary General Meeting, a shareholder or shareholders of PKO Bank Polski SA representing at least one twentieth of the share capital may submit to the Bank draft resolutions on any business on the Agenda or any business which are to be included in the Agenda, which they may do either in writing or via electronic mail to: wza@pkobp.pl . Furthermore, during the Extraordinary 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 Extraordinary General Meeting, exercise his voting right in person or by proxy. A shareholder who is not a natural person may attend and vote at the Extraordinary General Meeting through a person who is duly authorised to submit declarations of will on their behalf or by proxy. To be valid, the power of attorney should be drawn up in writing and enclosed with the minutes of the Extraordinary 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, 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-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. 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 Extraordinary 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 issuing a power of attorney on a shareholder behalf 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 Extraordinary General Meeting. If a proxy at the Extraordinary 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 Extraordinary General Meeting via Electronic Channels of Communication The Bank foresees no possibility of taking part in the Extraordinary General Meeting via electronic channels of communication. Manner of Expressing Opinions During the Extraordinary General Meeting via Electronic Channels of Communication The Bank foresees no possibility of expressing opinions during the Extraordinary General Meeting via electronic channels of communication. 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 Extraordinary General Meeting The date of registration (“Registration Day”) of attendance at the Extraordinary General Meeting is 29 March 2011. Entitlement to Attend the Extraordinary General Meeting Only persons who are Bank shareholders on Registration Day are entitled to attend the Extraordinary General Meeting. Holders of registered shares and provisional certificates, as well as pledges and users holding voting rights, are entitled to attend the Extraordinary General 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 not sooner than after the announcement of holding the Extraordinary General Meeting, i.e. not sooner than on 17 March 2011, and not later than on the first working day after Registration Day, i.e. not later than on 30 March 2011, the body which maintains the securities account shall issue a personal certificate of entitlement to attend the Extraordinary General Meeting. The Bank makes it clear that persons may attend the Extraordinary General Meeting only if: a) they were shareholders of the Bank on Registration Day. i.e. on 29 March 2011, and b) they applied – not sooner than on 17 March 2011 and not later than on 30 March 2011 – to the body which maintains their securities account for the issue of a personal certificate of entitlement to attend the Extraordinary General Meeting. A list of shareholders eligible to attend the Extraordinary General Meeting shall be displayed at the Bank’s head office at ul. Puławska 15, 02-515 Warsaw, from 9 a.m. to 3 p.m., during the three business days preceding the date of the Extraordinary General Meeting, i.e. from 11 to 13 April 2011. A Bank shareholder may ask to be sent a list of shareholders eligible to attend the Extraordinary 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 Extraordinary General Meeting are asked to register and collect their voting cards/devices in front of the meeting hall one hour before the Extraordinary General Meeting starts. Access to Documentation The documentation to be placed before the Extraordinary General Meeting, together with the drafts of resolutions, shall be placed on the Bank’s website as of the date on which the Extraordinary General Meeting is convened, pursuant to Article 402(3)(1) of the Code of Commercial Partnerships and Companies. 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 Extraordinary General Meeting shall be available on the Bank’s website as soon as they have been drawn up. Information about the Extraordinary General Meeting is available at www.pkobp.pl website.
[place, date]
I [(forename and surname), holder of identity document No. [number of document] / (name of legal person)] hereby authorise Mr/Ms [forename and surname), holder of identity document No. [number of document] to attend the Extraordinary General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna on 14 April 2011 and to exercise voting rights under the shares in PKO Bank Polski held [ by me / by (name of the legal person)].