REG - Bank Pekao SA - A change of the agenda of the OGM of Bank

Bank Polska Kasa Opieki SAAnnouncement

07/05/2020 16:55

RNS Number : 3330M
  
Bank Pekao S.A.
  
07 May 2020
  
 





UNOFFICIAL TRANSLATION
 
Report  23/2020: A change of the agenda of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna for the financial year 2019 
Content of the report:
With reference to current report no. 21/2020 dated 24 April 2020 regarding the announcement on convening the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna ("Bank") for the financial year 2019 for 22 May 2020, the Bank informs that it received a request from Powszechny Zakład Ubezpieczeń Spółka Akcyjna ("PZU SA") to place specific matters on the agenda of the above-mentioned Ordinary General Meeting.
In connection with the request of the shareholder referred to above, the following item has been added to the agenda of the Ordinary General Meeting of Bank for the financial year 2019:
"18. Adoption of resolutions on the amendment of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna."
Following the above, the order of the current item 18 has been changed, and is now marked as item 19.
The agenda of the Ordinary General Meeting of Bank for the financial year 2019 including the shareholder request is as follows:
1.    Opening of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna.
2.    Election of the Chairperson of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna.
3.    Statement of the correctness of convening of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna.
4.    Election of the Returning Committee.
5.    Adopting the agenda of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna. 
6.    Review of the Report of the Management Board of the Bank on the operations of Bank Pekao S.A. for the year 2019.
7.    Review of the Stand-alone Financial Statement of Bank Pekao S.A. for the year ended on 31 December 2019.
8.    Review of the Report of the Management Board of the Bank on the operations of Bank Pekao S.A. Capital Group for the year 2019.
9.    Review of the Consolidated Financial Statements of Bank Pekao S.A. Capital Group for the year ended on 31 December 2019.
10.  Review of the proposal of the Management Board of the Bank concerning the distribution of net profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2019.
11.  Review of the Report of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna

on its operations in the year 2019 and on the results of the assessment of: reports on the operations  of Bank Polska Kasa Opieki S.A. and of the Capital Group Bank Polska Kasa Opieki Spółka Akcyjna in the year 2019, the financial statements of Bank Polska Kasa Opieki Spółka Akcyjna and of the Capital Group Bank Polska Kasa Opieki Spółka Akcyjna for the year ended on 31 December 2019.
12.  Adopting resolutions on:
1) approval of the Report of the Management Board of the Bank on the operations of Bank Pekao S.A. for the year 2019,
2) approval of the Stand-Alone Financial Statement of Bank Pekao S.A. for the year ended on 31 December 2019,
3) approval of the Report of the Management Board of the Bank on the operations of Bank Pekao S.A. Capital Group for the year 2019,
4) approval of the Consolidated Financial Statements of Bank Pekao S.A. Capital Group for the year ended 31 December 2019,
5) distribution of net profit of Bank Polska Kasa Opieki Spółka Akcyjna for the year 2019,
6) approval of the Report on the operations of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna in the year 2019,
7) granting discharge to members of the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna for the performance of their duties in the year 2019, 
8) granting discharge to members of the Supervisory of Board of Bank Polska Kasa Opieki Spółka Akcyjna for the performance of their duties in the year 2019,
9) granting discharge to members of the Management Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki S.A., for the performance of their duties in the year 2019,
10) granting discharge to members of the Supervisory Board of Centralny Dom Maklerski Pekao Spółka Akcyjna, a company partially demerged into Bank Polska Kasa Opieki Spółka Akcyjna, for the performance of their duties in the year 2019.
13.  Report on the evaluation of the functioning of the Remuneration Policy of Bank Polska Kasa Opieki Spółka Akcyjna in the year 2019 and the adoption of a resolution on this matter.
14.  Adoption of the "Remuneration Policy for Members of the Supervisory Board and the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna".
15.  Presentation by the Supervisory Board of the Report on the assessment of the application by Bank Polska Kasa Opieki Spółka Akcyjna in 2019 of the Corporate Governance Principles for Supervised Institutions issued by the Polish Financial Supervision Authority on 22 July 2014 and the manner in which Bank Polska Kasa Opieki Spółka Akcyjna fulfils its disclosure obligations regarding the application of corporate governance principles set out in the Stock Exchange Rules.
16.  Adoption of resolutions on the dismissal of Members of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna and appointment of Members of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna for a new joint term of office, taking into account the assessment of compliance with the suitability requirements.
17.  Consideration of the proposal and adoption of a resolution to amend the Statute of Bank Polska Kasa Opieki Spółka Akcyjna.
18.  Adoption of resolutions on the amendment of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna
19.  Closing of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna.
Justification provided by PZU SA to new item 18, adopted into the agenda:
"The shareholder's request to include the aforementioned issues in the agenda of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna, convened for 22  May 2020, aims to adapt the Statute of the Bank to the regulations in effect in the PZU Group."
Motion of the Shareholder to include certain matters in the agenda of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna for 2019 and the draft resolutions of the Ordinary General Meeting regarding the amendments to the Statute related to the new item in the agenda that have been submitted by PZU SA are attached to the report. Other draft resolutions of the Ordinary General Meeting remain unchanged.
Legal basis:
§ 19 sec. 1 p. 3 of the Regulation of the Minister of Finance of 29 March 2018 concerning current and periodical information published by issuers of securities and terms of recognizing as equivalent information required by laws of a non-Member State (Journal of Laws 2018 item 757).
 
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Draft resolutions of the Ordinary General Meeting regarding the amendments to the Statute related to the new item in the agenda that have been submitted by PZU SA
 
DRAFT 
 
 
RESOLUTION NO …………../2020 
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS  
OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA of ……………….. 2020 
 
on amending the Statute of Bank Polska Kasa Opieki Spółka Akcyjna 
 
Pursuant to Article 430 § 1 of the Code of Commercial Companies and § 13.8 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna adopts the following: 
 
§ 1 Statute of Bank Polska Kasa Opieki Spółka Akcyjna shall be amended as follows: 
 
1) In § 13, item 15a shall be added after item 15, reading as follows: 
 
"15a) Determination of principles based on which remuneration of the Management Board members is defined,"; 
 
2) in § 18: 
 
a) item 4a shall be added after item 4, reading as follows: 
 
"4a) Review of the Management Board's report on representation expenses, expenses pertaining to legal services, marketing services, public relations and social communication services, as well as management consulting services,"; 
 
b) item 11, previously reading: 
 
"11) Determination of the terms and conditions of agreements providing for the employment relationship or another legal relationship between the members of the Management Board and the Bank," 
 
shall receive the following wording: 
 
"11) Determination of the terms and conditions of agreements providing for the legal relationship between the members of the Management Board and the Bank, conclusion, termination and amendment of agreements with Management Board members, as well as determination of their remuneration and the principles of their compensation, with the rules set forth by the General Meeting of Shareholders taken into consideration, pursuant to § 13(15a),"; 
 
c) item 16, previously reading: 
 
"16) approval of motions of the Bank's Management Board on the acquisition, encumbrance or disposal of real property or a share in real property, or the right of perpetual usufruct, provided that the value thereof exceeds 5,000,000 zlotys".  
 
shall receive the following wording: 
 
"16) approval of motions of the Bank's Management Board on the acquisition, encumbrance or disposal of real property or a share in real property, or the right of perpetual usufruct, provided that the value thereof exceeds 5,000,000 zlotys.  In the remaining cases, the decision shall be made by the Bank's Management Board without the need to obtain approval of the Supervisory Board, under reserve of § 18a." 
  
DRAFT 
 
 
 
 
3) § 18a shall be added after § 18, reading as follows: 
 
"§ 18a The following shall require an approval of the Supervisory Board: 1) conclusion of an agreement concerned with the provision of legal services, marketing services, public relations and social communication services, as well as management consulting services, if the value of remuneration envisaged for the services rendered under such an agreement or, jointly, under other agreements concluded with the same entity, exceeds PLN 500,000 net per annum,  2) amendment of an agreement concerned with the provision of legal services, marketing services, public relations and social communication services, as well as management consulting services, increasing the value of remuneration above the amount stipulated in item 1, 3) amendment of an agreement concerned with the provision of legal services, marketing services, public relations and social communication services, as well as management consulting services, in which no maximum remuneration threshold is set forth, 4) conclusion of an agreement: a) donation agreement or another agreement of a similar effect, with its value exceeding PLN 20,000 or 0.1% of the sum of assets in the meaning of the Accounting Act of 29 September 1994, determined based on the last approved financial statement, b) debt release agreement or another agreement of a similar effect, with its value exceeding PLN 50,000 or 0.1% of the sum of assets in the meaning of the Accounting Act of 29 September 1994, determined based on the last approved financial statement."; 5) disposal of fixed asset components in the meaning of the Accounting Act of 29 September 1994, constituting intangible assets, tangible assets or long-term investments, including provision of an in-kind contribution to a company or a co-operative, where the market value of such components exceeds 5% of the sum of assets in the meaning of the Accounting Act of 29 September 1994, determined based on the last approved financial statement, as well as making these components available for use by another entity, for a period of time that is longer than 180 days in a calendar year, pursuant to a legal action, where the market value of the subject of the legal action exceeds 5% of the sum of assets, under reserve that:  a) rent, lease and other agreements under which asset components are made available to other entities for use against a fee - the market value of the subject of the legal action shall be deemed to be equal to the value of payments for:   one year - if the asset component has been made available for use pursuant to an agreement concluded indefinitely,   the term of the agreement - in the case of definite period agreements, b) lend and other agreements under which asset components are made available to other entities for use, free of charge - the market value of the subject of the legal action shall be deemed to be equal to the value of payments that would be due if a rent or lease agreement had been concluded, for:   one year - if the asset component will be made available for use pursuant to an agreement concluded indefinitely,   the term of the agreement - in the case of definite period agreements; 6) acquisition of fixed asset components in the meaning of the Accounting Act of 29 September 1994, with their value exceeding:  a) PLN 100,000,000, or b) 5% of the sum of assets in the meaning of the Accounting Act of 29 September 1994, determined based on the last approved financial statement;  7) subscription or acquisition of shares or stocks of another company, with the value thereof exceeding:  a) PLN 100,000,000, or b) 10% of the sum of assets in the meaning of the Accounting Act of 29 September 1994, determined based on the last approved financial statement;  8) disposal of shares or stocks of another company, with the market value thereof exceeding: a) PLN 100,000,000, or  b) 10% of the sum of assets in the meaning of the Accounting Act of 29 September 1994, determined based on the last approved financial statement."; 
  
DRAFT 
 
 
 
4) in § 20, item 3a shall be added after item 3, reading as follows:  
 
"3a. The Management Board of the Bank shall draw up and submit, to the Supervisory Board, a report on representation expenses, expenses pertaining to legal services, marketing services, public relations and social communication services, as well as management consulting services.";  
 
5) in § 21, item 1a shall be added after item 1, reading as follows:   "1a. Management Board members are appointed based on a qualification procedure aiming to verify and assess the qualifications of the candidates and to appoint the best candidate.";   6) § 21a shall be added after § 21, reading as follows:   "§ 21a A person:  1) meeting, jointly, all of the following conditions, may be appointed a member of the Bank's Management Board: a) holds a higher degree or a foreign higher degree that has been recognized in the Republic of Poland pursuant to separate regulations,  b) has been employed, over the period of at least 5 years, based on a contract of employment, appointment, election, nomination, cooperative or civil law contract of employment, or has been rendering services pursuant to another agreement or has been conducting business activity on its own account, c) has at least 3 years of experience in holding managerial or independent positions, or in conducting business activity on its own account, d) meets the requirements, other than those listed under clauses a-c, provided for in separate regulations, and, in particular, does not violate any restrictions or bans concerned with holding the position of a member of a management body of commercial companies;  2) not meeting any of the following conditions, must not be appointed a member of the Bank's Management Board: a) acts in the capacity of a voluntary assistant, or is employed at an office of a Member of Parliament, a senator, an office of a Member of Parliament and a senator, an office of a Member of the European Parliament, works pursuant to an employment contract, pursuant to a contract of mandate or pursuant to another contract of a similar nature,  b) is a member of a statutory body of a political party, which body represents that party outside and is authorized to assume obligations,  c) is employed, by a political party, pursuant to an employment contract, or works pursuant to a contract of mandate or pursuant to another contract of a similar nature, d) has been appointed a member of a company trade union organization, or of a trade union organization of a capital group company,  e) its social or professional activity creates a conflict of interests with regard to the Bank's activity."; 
 
7) § 22(4), previously reading as follows: 
 
"4. The Management Board of the Bank handles the affairs of and represents the Bank. Any issues that are not reserved - under legal regulations or the Statute - for other governing bodies of the Bank shall fall under the responsibility of the Bank's Management Board. Subject to § 18(6) of the Bank's Statute, purchasing, encumbering or disposing of real property, a right of perpetual usufruct or a share in real property shall be reserved for the sole competence of the Management Board and shall not require a resolution of the General Meeting of Shareholders. Members of the Bank's Management Board shall coordinate and supervise the activity of the Bank, pursuant to the delegation of duties adopted by the Management Board of the Bank and approved by the Supervisory Board." 
 
shall receive the following wording: 
 
"4. The Management Board of the Bank handles the affairs of and represents the Bank. Any issues that are not reserved - under legal regulations or the Statute - for other governing bodies of the 
  
DRAFT 
 
 
Bank, shall be the responsibility of the Bank's Management Board. Subject to § 18(16) and § 18a of the Bank's Statute, purchasing, encumbering or disposing of real property, a right of perpetual usufruct or a share in real property or a share in a right of perpetual usufruct shall be reserved for the sole competence of the Management Board and shall not require a resolution of the General Meeting of Shareholders. Members of the Bank's Management Board shall coordinate and supervise the activity of the Bank, pursuant to the delegation of duties adopted by the Management Board of the Bank and approved by the Supervisory Board."; 
 
8) § 33b shall be added after § 33a, reading as follows:  
 
"§ 33b 1. The disposal, by the Bank, of fixed asset components in the meaning of the Accounting Act of 29 September 1994, shall take place based on a tender procedure or on an auction, in the case of components whose market value exceeds 0.1% of the sum of assets determined based on the last approved financial statement, unless the market value of those assets does not exceed PLN 20,000. 2. Under reserve of items 4 and 5, the Bank may dispose the fixed asset components referred to in item 1, without holding a tender or an auction:  1) if the disposal of the aforementioned components is performed within the framework of the Bank's activity referred to in Article 6 of the Banking Law, 2) if the disposal of the aforementioned components is related to the satisfaction of the Bank's claims towards a debtor, in connection with the take-over of collateral securing the Bank's receivables, 3) in justified cases, upon approval of the Management Board, expressed by means of its resolution that has been approved by the Supervisory Board, has been expressed. 3. The rules based on which the tender or the auction referred to in item 1 are held are set forth in the Regulations of the tender or of the auction, as adopted by the Management Board of the Bank. 4. If a consent of the Supervisory Board is required to dispose fixed asset components, the Bank may conclude the legal action aiming to dispose such fixed asset components provided that the consent of the Supervisory Board has been obtained. 5. If the disposals of fixed asset components is performed with the consent of the Supervisory Board, no tender or auction have to be held.".   
 
§ 2 The General Meeting of Shareholders authorises the Supervisory Board of the Bank to adopt a consolidated text of the Statute, taking into account amendments arising out of provisions of this Resolution. 
 
§ 3 This resolution shall come into effect on the day it is adopted provided that an approval from the Polish Financial Supervision Authority is obtained and the amendments to the Statute of Bank Polska Kasa Opieki Spółka Akcyjna are entered into the Register of Entrepreneurs of the National Court Register.   
  
DRAFT 
 
 
RESOLUTION NO …………../2020 
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS  
OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA of ……………….. 2020 
 
on  amending the Statute of Bank Polska Kasa Opieki Spółka Akcyjna 
 
Pursuant to Article 430 § 1 of the Code of Commercial Companies and § 13.8 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders of the Bank adopts the following: 
 
§ 1 Statute of Bank Polska Kasa Opieki Spółka Akcyjna shall be amended by adding the following items 5b, 5c and 5d in § 14 after item 5a: 
 
"5b. A candidate for Supervisory Board member, appointed by a company with a State Treasury shareholding which remains, in its relations with the Bank, a dominant entrepreneur in the meaning of Article 4(3) of the Act on competition and consumer protection of 16 February 2007, should meet the requirements set forth in Article 19(1-3) and (5) of the Act on managing state property of 16 December 2016. 
 
5c. The General Meeting of Shareholders shall immediately take effort aiming to dismiss a member of the Supervisory Board who fails to meet the requirements provided for in the Statute.  
 
5d. The obligation referred to in item 5c shall not apply to Supervisory Board members appointed by a company other than a company with a State Treasury shareholding which remains, in its relations with the Bank, a dominant entrepreneur in the meaning of Article 4(3) of the Act on competition and consumer protection of 16 February 2007.", 
  
 
§ 2 The General Meeting of Shareholders authorises the Supervisory Board of the Bank to adopt a consolidated text of the Statute, taking into account amendments arising out of provisions of this Resolution. 
 
§ 3 This resolution shall come into effect on the day it is adopted provided that an approval from the Polish Financial Supervision Authority is obtained and the amendments to the Statute of Bank Polska Kasa Opieki Spółka Akcyjna are entered into the Register of Entrepreneurs of the National Court Register. 
 
DRAFT 
 
 
RESOLUTION NO …………../2020 
OF THE ORDINARY GENERAL MEETING OF SHAREHOLDERS  
OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA of ……………….. 2020 
 
on  amending the Statute of Bank Polska Kasa Opieki Spółka Akcyjna 
 
Pursuant to Article 430 § 1 of the Code of Commercial Companies and § 13.8 of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna, the Ordinary General Meeting of Shareholders of the Bank adopts the following: 
 
§ 1 Statute of Bank Polska Kasa Opieki Spółka Akcyjna shall be amended as follows: 
 
1) In § 18, item 4b shall be added, reading as follows: 
 
"4b. Review of the report on the application of good practices, as referred to in Article 7(3) of the Act on managing state property,"; 
 
9) in § 20, item 3b shall be added after item 3, reading as follows:  
 
"3b. The Management Board shall draw up and submit, to the Supervisory Board, a report on the application of good practices referred to in Article 7(3) of the Act on managing state property.". 
 
§ 2 The General Meeting of Shareholders authorises the Supervisory Board of the Bank to adopt a consolidated text of the Statute, taking into account amendments arising out of provisions of this Resolution. 
 
§ 3 This resolution shall come into effect on the day it is adopted provided that an approval from the Polish Financial Supervision Authority is obtained and the amendments to the Statute of Bank Polska Kasa Opieki Spółka Akcyjna are entered into the Register of Entrepreneurs of the National Court Register.




 
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Motion of the Shareholder to include certain matters in the agenda of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna for 2019
 
IMPORTANT NOTE!  
This form, once it has been completed and signed in accordance with the instructions it contains, may be submitted at the Bank in the written form, together with the original copies or copies of the documents confirming correctness of the Shareholder's representation. This form, once it has been completed and signed in accordance with the instructions it contains, may be also submitted at the Bank in the electronic form as an attachment to an e-mail message in the PDF format. Then the documents confirming correctness of the Shareholder's representation have to be submitted at the Bank in that form as subsequent attachments. Attachments in the PDF format are required.  Bank's e-mail address to which the electronic form of the Application will be sent: wz@pekao.com.pl  The data have to be entered correctly due to the possible verification and rejection of the application in the case of incorrect data.       
 
Warsaw                                              30 April 2020    
____________________________ , _____________                                
 (city)                                                    (date)   
Management Board  
of Bank Polska Kasa Opieki Spółka Akcyjna 
with its registered office in Warsaw 
ul. Grzybowska 53/57 
00-844 Warszawa 
 
Correspondence address 
ul. Żwirki i Wigury 31 
02-091 Warszawa 
 
 
SHAREHOLDER'S APPLICATION FOR INTRODUCTION OF CERTAIN MATTERS  TO THE AGENDA OF THE ORDINARY GENERAL MEETING  OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA FOR 2019  TO BE HELD ON 22 MAY 2020
 
APPLICANT  
 
Shareholder representing independently at least one twentieth of the Bank's share capital under Article 401 § 1 of the Code of Commercial Companies. 
 
Powszechny Zakład Ubezpieczeń Spółka Akcyjna  __________________________________________________________________________ 
(first and last name or company name) 
 
Al. Jana Pawła II 24, 00-133 Warsaw ________________________________________________________________________________ 
(place and address of residence/registered office and address) 
 
NIP 526-025-10-49, Register of Entrepreneurs of the National Court Register, District Court for the Capital City of Warsaw, 12th Commercial Division, KRS number 9831  
 ________________________________________________________________________________ 
(PESEL, NIP, registration data including information on the type of the register and the entity keeping the register and entry number) 
znw_bza@pzu.pl. +48 515 059 210 ________________________________________________________________________________ 
(contact details: e-mail, phone number)   
holding ______52,494,007   ____  (enter the number of shares held)    shares of the Bank accounting for  _______20.00 _______ % (enter the percentage in the total number of shares)   in the Bank's share capital which authorise the Shareholder to cast _______52,494,007 _______ votes  (enter the number of votes attached to the shares held)  on the Bank's Ordinary General Meeting of Shareholders, which accounts for  ______20.00 ______ %(enter the percentage in the total number of votes)  of the total number of votes. 
 ⃞* Shareholder is a natural person who signs the application in person 
 
Shareholder is represented by:
 ⃞* Proxy:______________________________________________________ 
(proxy's details) 
⃞* Shareholder is a legal person 
 
{handwritten}: Marcin Eckert, Member of the Management Board _________________________________________________________________________________ 
(details of the persons authorised to represent the Shareholder or information on another way of representation, if there is one)  
 
{handwritten}: Maciej Rapkiewicz, Member of the Management Board  _________________________________________________________________________________ 
(details of the persons authorised to represent the Shareholder or information on another way of representation, if there is one)  
 
IMPORTANT NOTE! 
In the case of a power of attorney, it needs to be attached to this application together with  an extract from the relevant register confirming the manner of the registration of the Shareholder that grants the power of attorney, if it is the case.  In the case of representation of a Shareholder being a legal person, in accordance with the rules of its representation, there is a requirement to attach to this application an excerpt from the relevant register confirming the manner of the Shareholder's representation, and if the right to represent the Shareholder does not result from the relevant register, there is a requirement to attach both the document(s) confirming the authorisation to represent the Shareholder and a copy or original of an up-to-date excerpt from the relevant register. What also needs to be attached to the application is the securities account holder's certificate/statement issued by a competent entity, confirming the fact that the Shareholder holds the number of shares corresponding to the part of the Bank's share capital required for submission of the application.  
 
 
______________________ 
□*   Tick the right field  
IMPORTANT NOTE!  
This form, once it has been completed and signed in accordance with the instructions it contains, may be submitted at the Bank in the written form, together with the original copies or copies of the documents confirming correctness of the Shareholder's representation. This form, once it has been completed and signed in accordance with the instructions it contains, may be also submitted at the Bank in the electronic form as an attachment to an e-mail message in the PDF format. Then the documents confirming correctness of the Shareholder's representation have to be submitted at the Bank in that form as subsequent attachments. Attachments in the PDF format are required.  Bank's e-mail address to which the electronic form of the Application will be sent: wz@pekao.com.pl  The data have to be entered correctly due to the possible verification and rejection of the application in the case of incorrect data. 
       Warsaw                                            30 April 2020 
   ____________________________ , _________________                                 
          (city)                                            (date)   
 
 
Management Board  
of Bank Polska Kasa Opieki Spółka Akcyjna  
with its registered office in Warsaw 
ul. Grzybowska 53/57 
00-844 Warszawa 
 
Correspondence address 
ul. Żwirki i Wigury 31 
02-091 Warszawa 
 
SHAREHOLDER'S APPLICATION FOR INTRODUCTION OF CERTAIN MATTERS  TO THE AGENDA OF THE ORDINARY GENERAL MEETING  OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA FOR 2019  TO BE HELD ON 22 MAY 2020
 
 
CONTENT OF THE APPLICATION  
 
The Applicant, pursuant to Article 401 § 1 of the Code of Commercial Companies, applies for introduction of the following matters to the agenda of the Ordinary General Meeting of Shareholders of the Bank Polska Kasa Opieki Spółka Akcyjna to be held on 22 May 2020: 
 
(provide below the list of matters/items together with justification or draft resolution to the matter/item proposed)  
 
18. Adoption of resolutions on the amendment of the Statute of Bank Polska Kasa Opieki Spółka Akcyjna 
 
Justification:  
 
The Shareholder's request to include the aforementioned issues in the agenda of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna, convened for 22  May 2020, aims to adapt the Statute of the Bank to the regulations in effect in the PZU Group. 
 
IMPORTANT NOTE!  
This form, once it has been completed and signed in accordance with the instructions it contains, may be submitted at the Company in the written form, together with the original copies or copies of the documents confirming correctness of the Shareholder's representation. This form, once it has been completed and signed in accordance with the instructions it contains, may be also submitted at the Company in the electronic form as an attachment to an e-mail message in the PDF format. Then the documents confirming correctness of the Shareholder's representation have to be submitted at the Company in that form as subsequent attachments. Attachments in the PDF format are required.  Company's e-mail address to which the electronic form of the Application will be sent: wz@pekao.com.pl  The data have to be entered correctly due to the possible verification and rejection of the application in the case of incorrect data. 
 Warsaw                                         30 April 2020 
_________________________,   ____________                                       
      (city)                                            (date)   
 
 
 
Management Board  
of Bank Polska Kasa Opieki Spółka Akcyjna 
 with its registered office in Warsaw 
ul. Grzybowska 53/57 
00-844 Warszawa 
 
Correspondence address 
ul. Żwirki i Wigury 31 
02-091 Warszawa 
  
 
SHAREHOLDER'S APPLICATION FOR INTRODUCTION OF CERTAIN MATTERS  TO THE AGENDA OF THE ORDINARY GENERAL MEETING  OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA FOR 2019  TO BE HELD ON 22 MAY 2020
 
 
CONTENT OF THE APPLICATION (continuation)  
 
The Applicant, acting pursuant to Art.401 § 1 of the Code of Commercial Companies, applies for introduction of the following matters to the agenda of the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna for 2019 to be held on 22 May 2020: 
(provide below the list of matters/items together with justification or draft resolution to the matter/item proposed)  
 
 
IMPORTANT NOTE!  
This form, once it has been completed and signed in accordance with the instructions it contains, may be also submitted at the Company in the electronic form as an attachment to an e-mail message in the PDF format. Then the documents confirming correctness of the Shareholder's representation have to be submitted at the Company in that form as subsequent attachments. Attachments in the PDF format are required.  Company's e-mail address to which the electronic form of the Application will be sent: wz@pekao.com.pl  The data have to be entered correctly due to the possible verification and rejection of the application in the case of incorrect data.       
 
Warsaw                                                      30 April 2020           
____________________________ , _________________                             
    (city)                                                           (date)   
 
 
 
Management Board  
of Bank Polska Kasa Opieki Spółka Akcyjna  
with its registered office in Warsaw 
ul. Grzybowska 53/57  
00-844 Warszawa 
 
Correspondence address 
ul. Żwirki i Wigury 31 
02-091 Warszawa 
 
                 SHAREHOLDER'S APPLICATION FOR INTRODUCTION OF CERTAIN MATTERS  TO THE AGENDA OF THE ORDINARY GENERAL MEETING  OF BANK POLSKA KASA OPIEKI SPÓŁKA AKCYJNA FOR 2019  TO BE HELD ON 22 MAY 2020 
  
APPLICANT'S SIGNATURE 
 
(below the Applicant or its representative needs to place the signature in the form which allows reading or assigning it to the Applicant or its representative)  
 
 
{stamp}: Member of the Management Board of Powszechny Zakład Ubezpieczeń Spółka Akcyjna, Marcin Eckert {illegible signature} 
 
{stamp}: Member of the Management Board of Powszechny Zakład Ubezpieczeń Spółka Akcyjna, Maciej Rapkiewicz {illegible signature} 
 


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