BANK PEKAO SA (36/2024) Zmiany w Statucie Banku Polska Kasa Opieki Spółka Akcyjna

UNOFFICIAL TRANSLATION27.09.2024 - Report 36/2024: Amendments

to the Statute of Bank Polska Kasa Opieki Spółka AkcyjnaBank

Polska Kasa Opieki Spółka Akcyjna (the "Bank_quot;)

informs that on 27 September 2024 it received information about the

registration by the District Court for The Capital City of Warsaw in

Warsaw XIII Commercial Division of The National Court Register

amendments to the Bank's Statute (the _quot;Statute_quot;)

adopted by resolutions No. 37, 38, 39, 40 and 41 of the Bank's Annual

General Meeting of 17 April 2024, pursuant to which:1. point

15a) was added to Article 13 of the Statute worded as follows:"15a)

Determination of the principles of remuneration of members of the

Management Board,";2. paragraph 5b) was added to Article 14 of

the Statute worded as follows:"5b. A candidate for a member of the

Supervisory Board suggested by a company with State Treasury

shareholding, which remains in relation to the Bank a dominant

enterprise within the meaning of Article 4 point 3 of the Act of 16

February 2007 on competition and consumer protection should meet the

requirements set out in Article 19 par. 1-3 and 5 of the Act of 16

December 2016 on the principles of managing state property."3.

paragraph 5c was added to article 14 of the Statute worded as follows:"5c.

The General Meeting takes immediate action to dismiss a member of the

Supervisory Board who does not meet the requirements set forth in the

par. 5b."4. paragraph 5d was added to article 14 of the

Statute worded as follows:"5d. The obligation referred to in par. 5c

does not apply to members of the Supervisory Board indicated by an

entity other than a company with State Treasury shareholding, which in

relation to the Bank remains a dominant enterprise within the meaning of

Article 4 point 3 of the Act of 16 February 2007 on competition and

consumer protection."5. point 4a) was added to article 18 of

the Statute worded as follows:"4a) Consideration of the Management

Board's report on representation expenses as well as expenses associated

with legal services, marketing services, human relations (public

relations) services as well as social communication and management

consulting services,".6. point 4b) was added to article 18 of

the Statute worded as follows:"4b) Consideration of the report on

the application of good practices referred to in Article 7 par. 3 point

2 of the Act on the principles of managing state property,";7.

article 18 point 11) of the Statute reads as follows:"11)

Determination of the terms and conditions of contracts regulating the

legal relationship binding members of the Management Board with the

Bank, conclusion, termination or amendment of contracts with members of

the Management Board and determination of the principles of remunerating

them and the remunerations, taking into account the principles defined

by the General Meeting, in line with § 13 point 15a,";8.

article 18 point 16) of the Statute reads as follows:"16) approving

requests of the Bank's Management Board regarding purchase, encumbrance

or sale of real property or share in real property or perpetual

usufruct, if their value exceeds PLN 5,000,000.00. In all other cases

the decision is made by the Bank's Management Board without the need to

obtain the Supervisory Board's consent, subject to § 18a."9.

Article 18a of the Statute was added worded as follows:"§ 18aThe

following shall require the Supervisory Board's consent:1)

conclusion of an agreement for legal services, marketing services, human

relations (public relations) services as well as social communication

and management consulting services, if the value of the remuneration

envisaged for the services jointly in such agreement or other agreements

concluded with that same entity exceeds net PLN 500,000.00 annually,2)

amendment of an agreement for legal services, marketing services, human

relations (public relations) services as well as social communication

and management consulting services increasing the aforementioned

remuneration amount referred to in item 1,3) conclusion of an

agreement for legal services, marketing services, human relations

(public relations) services as well as social communication and

management consulting services in which the maximum value of

remuneration is not envisaged,4) conclusion of the following

agreements:a) donation agreement or another agreement to the same

effect of a value exceeding PLN 20,000.00 or 0.1% of the sum of the

assets within the meaning of the Accounting Act of 29 September 1994,

determined on the basis of the last approved financial statement,b)

debt release agreement or another agreement to the same effect of a

value exceeding PLN 50,000.00 or 0.1% of the sum of the assets within

the meaning of the Accounting Act of 29 September 1994, determined on

the basis of the last approved financial statement.";5)

disposal of fixed assets within the meaning of the Accounting Act of 29

September 1994, classified under intangible assets, property, plant and

equipment or long-term investments, including as contribution to the

company or cooperative, if the market value of those assets exceeds 5%

of the sum of the assets within the meaning of the Accounting Act of 29

September 1994, determined on the basis of the last approved financial

statement, as well as lending these assets for use by another entity,

for a period exceeding 180 days during a calendar year, on the basis of

a legal transaction, if the market value of the subject of the legal

transaction exceeds 5% of the sum of the assets, however, lending the

assets for use in case of:a) rental, lease agreements or other

agreements lending an asset for use for payment to other entities - the

market value of the subject of the legal transaction means the value of

the benefits for:- a year - if the asset has been lent on the basis

of agreements concluded for an unspecified period of time,- the

entire term of the agreement - in case of agreements concluded for a

specified period of time,b) lending agreements or other agreements

lending the asset free of charge for use to other entities - the market

value of the subject of the legal transaction means the equivalent of

the benefits that would be payable in case of a rental or lease

agreement, for:- a year - if the asset is lent on the basis of an

agreement concluded for an unspecified period of time,- the entire

term of the agreement - in case of agreements concluded for a specified

period of time,6) purchase of fixed assets within the meaning of the

Accounting Act of 29 September 1994, of a value exceeding:a) PLN

100,000,000.00 orb) 5% of the sum of the assets within the meaning

of the Accounting Act of 29 September 1994, determined on the basis of

the last approved financial statement;7) take-up or purchase of

shares in another company of a value exceeding:a) PLN 100,000,000.00

orb) 10% of the sum of the assets within the meaning of the

Accounting Act of 29 September 1994, determined on the basis of the last

approved financial statement;8) sale of shares in another company of

a value exceeding:a) PLN 100,000,000.00 orb) 10% of the sum of

the assets within the meaning of the Accounting Act of 29 September

1994, determined on the basis of the last approved financial statement.";10.

paragraph 3a) was added to article 20 of the Statute worded as follows:"3a.

The Bank's Management Board draws up and presents to the Supervisory

Board a report on representation expenses as well as expenses associated

with legal services, marketing services, human relations (public

relations) services as well as social communication and management

consulting services.";11. paragraph 3b) was added to article

20 of the Statute worded as follows:"3b. The Management Board

prepares and submits a report to the Supervisory Board on the

application of good practices referred to in Article 7 par. 3 point 2 of

the Act on the principles of managing state property.".12.

paragraph 1a) was added to article 21 of the Statute worded as follows:"1a.

Members of Management Board are appointed after conducting a qualifying

procedure whose aim is to check and assess the qualifications of the

candidates and to select the best candidate."13. article 21a

was added to of the Statute worded as follows:"§ 21aA

Member of the Bank's Management Board:1) can be a person

who jointly fulfils the following criteria:a) has higher education

or higher education obtained abroad which is recognized in the Republic

of Poland, on the basis of separate regulations,b) has at least 5

years of employment under a contract of employment, appointment,

selection, nomination, cooperative employment contract, or provision of

services under any other contract, or contract or performance of

business activities on his/her own account,c) has at least 3 years

of experience in managerial or independent positions or resulting from

self-employment,d) meets requirements other than those listed in

letters a-c, set out in separate regulations, in particular does not

violate restrictions or prohibitions on holding the position of a member

of a managing body in commercial companies,2) cannot be a person who

fulfils at least one of the following criteria:a) serves as a social

collaborator or is employed in the office of a Member of Parliament, is

employed by an office of a Member of Parliament, a Senator, a

Deputy-Senator or an office of a Member of the European Parliament on

the basis of an employment contract or performs work on the basis of a

mandate contract or another contract of a similar nature,b) is a

member of a political party body representing the political party

externally and authorized to enter into commitments,c) is employed

by a political party on the basis of an employment contract or provides

work on the basis of a mandate contract or another contract of a similar

nature,d) holds an elected position in a company's trade union

organization or a trade union organization of a company in the capital

group,e) whose social or gainful activity gives rise to a conflict

of interest with respect to the Bank's activities.";14.

article 22 paragraph 4 of the Statute reads as follows:"4. The

Bank's Management Board manages the Bank's affairs and represents the

Bank. All matters not reserved, pursuant to the provisions of law or the

Articles of Association, to the competence of other bodies, are within

the scope of competence of the Bank's Management Board. Subject to § 18

point 16 and § 18a of the Bank's Articles of Association, the exclusive

competence of the Bank's Management Board, without the need to obtain a

resolution of the General Meeting, includes purchase, encumbrance or

sale of real property, perpetual usufruct or share in real property or

in perpetual usufruct. Members of the Bank's Management Board coordinate

and supervise the Bank's operations according to the distribution of

tasks adopted by the Bank's Management Board and approved by the

Supervisory Board.";15. article 33b of the Statute was added

worded as follows:"§ 33b1. The Bank sells fixed

assets within the meaning of the Accounting Act of 29 September 1994 by

a tender or an auction in the case of assets whose market value exceeds

0.1% of the sum of the assets, determined on the basis of the last

approved financial statement, unless the market value of such assets

does not exceeds PLN 20,000.00.2. Subject to par. 4 and 5, the Bank

may dispose of fixed assets referred to in par. 1 without holding a

tender or an auction:1) if the sale of the above assets takes place

within the framework of the Bank's activity referred to in Article 6 of

the Banking Law Act,2) if the disposal of the above assets is

related to the satisfaction of the Bank's claims against the debtor in

connection with the acquired collateral of the Bank's receivables,3)

in justified cases, upon consent of the Management Board by way of a

resolution with positive opinion of the Supervisory Board.3. The

principles concerning the manner and mode of conducting the tender or

auction referred to in par. 1 are specified in the Regulations of the

tender or auction established by the Bank's Management Board.4.

If the consent of the Supervisory Board is required for the disposal of

fixed assets, the Bank may perform legal transaction aimed at the

disposal of such fixed assets, provided that consent of the Supervisory

Board is obtained.5. If the disposal of fixed assets is made with

the consent of the Supervisory Board, the application of the tender or

auction procedure is not required.".Enclosed to this

current report, the Bank provides the consolidated text of the Statute

as determined by the resolution of the Supervisory Board of Bank Polska

Kasa Opieki Spółka Akcyjna of 12 September 2024 on the determination of

the consolidated text of the Statute of Bank Polska Kasa Opieki Spółka

Akcyjna.Legal basis:§ 5 point 1 in connection with §

6 of the Regulation of the Minister of Finance of 29 March 2018

regarding current and periodic information provided by issuers of

securities and conditions for recognizing as equivalent information

required by the laws of a non-member state (Journal of Laws of 2018,

item 757).

More information on page: http://biznes.pap.pl/en/reports/espi/all,0,0,0,1

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