Bank BGZ BNP Paribas : Attachment to Current Report no.16/2017

(consolidated text)

1. GENERAL PROVISIONS

   § 1

   Bank BGŻ BNP Paribas Spółka Akcyjna, hereinafter referred to as "the Bank", is a bank established as a result of transformation of Bank Gospodarki Żywnościowej carried out pursuant to Article 29 of the Act of 24 June 1994 on the restructuring of cooperative banks and Bank Gospodarki Żywnościowej and amending some other acts (Journal of Laws No. 80, item 369), and it operates on the basis of these Articles of Association and the legal provisions in force.

   § 2

2. The Bank operates under the name of "Bank BGŻ BNP Paribas Spółka Akcyjna". The Bank may use the short name of "Bank BGŻ BNP Paribas S.A.", as well as a distinguishing graphic mark.

3. The Bank shall have legal personality.

4. The seat of the Bank shall be the capital city of Warsaw.

5. The Bank shall operate both inside and outside the territory of the Republic of Poland.

6. The Bank may establish, transform, and liquidate branches, representative offices, and other organizational units both in Poland and abroad.

7. § 3

   (Deleted)

8. SUBJECT MATTER AND SCO PE O F T HE BAN K 'S A CTIVITY

   § 4

9. The Bank shall carry out banking activity for the benefit of natural persons, legal persons, and organizational units without legal personality, as long as they have legal capacity.

10. The Bank shall carry out universal banking activity with particular focus on financing agriculture, agri-food economy, and regional infrastructure.

11. § 5

12. The subject matter of the Bank's activity shall be to carry out banking operations and provide financial services.

13. The Bank shall perform the following banking operations:

14. taking of deposits payable on demand or at a specified maturity, and operation of such deposit accounts,

15. operation of other bank accounts,

16. granting credits and cash loans,

17. granting and confirming bank guarantees, and opening and confirming letters of credit,

18. issue of bank securities,

19. performance of bank monetary settlements,

20. operations involving cheques and bills of exchange, and operations relating to warrants,

21. issue of payment cards and performance of operations involving such cards,

22. financial future or forward transactions,

23. purchasing and selling cash receivables,

24. safekeeping of assets and securities, and provision of safe deposit facilities,

25. purchasing and selling foreign currencies,

26. granting and confirming securities,

27. performance of commissioned securities issue operations,

28. intermediation in money transfers and foreign exchange settlements,

29. issue of electronic money instrument.

30. In addition to the performance of the banking operations, the Bank, within the scope laid down in the Act on Banking Law, may also:

31. receive or acquire shares and rights attached thereto, shares of other legal persons and participation units in investment funds,

32. assume commitments relating to the issue of securities,

33. trade in securities,

34. swap debt for debtor's assets on terms agreed with the debtor,

35. purchase and sell real property,

36. provide financial consulting and advisory services,

37. carry out brokerage operations (run a brokerage undertaking),

38. performing non-brokerage operations consisting in:

39. accepting and forwarding orders to buy or sell financial instruments and securities issued by the State Treasury or the National Bank of Poland, not admitted to organized trade,

40. executing orders to buy or sell financial instruments not admitted to organized trade, for the account of the ordering party,

41. buying or selling, for the Bank's own account, financial instruments not admitted to organized trade, including options, forward contracts, swaps, and contracts for difference and securities, issued by the State Treasury or the National Bank of Poland,

42. investment counselling concerning securities issued by the State Treasury or the National Bank of Poland or other financial instruments not admitted to organized trading,

43. carry out acquisition operations within the meaning of the provisions on the organization and operation of pension funds,

44. fulfil the function of depositary within the meaning of the provisions on the organization and operation of pension funds,

45. ensure safekeeping of assets of investment funds,

46. operation of securities deposit,

47. (deleted),

48. provide financial-settlement and advisory services in respect of financial markets instruments,

49. provide trust and factoring services,

50. provide services in respect of transport of cash values,

51. provide insurance intermediation services within the scope authorised by the provisions of the Act on Insurance Intermediation,

52. provide financial leasing,

53. trade in fiscal marks and numismatic values,

54. provision of certification services within the meaning of the regulations on electronic signature, with the exception of qualified certificates used by banks in actions to which they are a party.

55. If in the light of the legal provisions in force it is required to obtain a special permit to perform any of the operations enlisted in this Article, the Bank shall perform them only after having obtained the permit and only within the scope specified in the permit.

56. The Bank may, under a contract, outsource some operations falling into the scope of its activity to other entities, including banks.

    § 6

    Additionally, the Bank may:

57. issue bonds, including convertible bonds, bonds with the right of first refusal as to subscription for the Bank's shares, as well as subscription warrants,

58. contract credits and cash loans,

59. carry out deposit operations in the inter-bank market,

60. receive sureties and guarantees,

61. implement, on its own or in cooperation with other entities, other business undertakings both in Poland and abroad,

62. use distinguishing trademarks to mark offered services,

63. provide training services,

64. perform upon mandate, activities being in the scope of activity of other banks or lending institutions or financial institutions in particular the members of the majority shareholder's group,

65. act as a bondholders' agent within the meaning of the Act of 29 June 1995 on bonds. IIa. OTHER RIGHTS OF THE BANK

66. Article 6a

    The Bank has the right to perform actions provided for domestic banks and related to handling applications in proceedings regarding childcare allowance referred to in the provisions of the Law on State Aid in Childcare dated 11 February 2016 (Journal of Laws of 2016, item 195).

67. BAN K' S G O V ERN ING BO D IES

68. § 7

69. The Bank shall have the following bodies:

70. General Meeting,

71. Supervisory Board,

72. Management Board.

73. GENERAL MEETING

74. § 8

75. The General Meeting may be convened in the form of ordinary General Meeting or extraordinary General Meeting. The General Meeting shall be convened by the Management Board.

76. The Ordinary General Meeting shall be held once a year, not later than within 6 months from the end of each financial year.

77. The Extraordinary General Meeting shall be convened as required by the Bank Management Board upon its own initiative or at the request of the Supervisory Board, or at the request of a shareholder or shareholders representing jointly at least 1/20th of the share capital. The request of the shareholder or shareholders should be submitted to the Bank Management Board in writing or in the electronic form.

78. The Supervisory Board shall have the right to convene:

    • Ordinary General Meeting, should the Management Board fail to do so within the time limit laid down in Paragraph 2;

    • Extraordinary General Meeting, as the Supervisory Board may deem to convene the Extraordinary General Meeting as desirable.

79. A shareholder or shareholders representing jointly at least 1/20 of the Bank's share capital may demand that Extraordinary General Meeting be convened, as well as that certain matters be put on the agenda of this General Meeting. Shareholders representing at least half of the Bank's share capital or having at least half of the votes in general may convene an Extraordinary General Meeting. Shareholders shall appoint the chairman of such Extraordinary General Meeting.

80. The General Meeting is convened through an announcement made on the Bank's website and in the manner specified for the submission of current information in accordance with the provisions on public offer and terms of introduction of financial instruments to organized trading, and on public companies, at least twenty six days before the date of the General Meeting.

81. Cancelling or changing of the date of the General Meeting, which has been convened at the request of the shareholders of the Bank, may only be possible at the consent of the shareholders that requested for such a meeting. In any other cases the General Meeting may be cancelled if there are extraordinary obstacles for it to be held. In case the General Meeting date is changed or the meeting cancelled, the new date should be fixed in such a manner that the shareholders of the Bank are notified of the new date of the General Meeting not later than three weeks in advance of such date.

§ 9

1. All matters put on the General Meeting's agenda by the Management Board shall be presented to the Supervisory Board for consideration beforehand. A shareholder or shareholders representing jointly at least 1/20 of the Bank's share capital may demand that certain matters be put on the agenda of the next General Meeting. A shareholder or shareholders shall submit it in writing or by electronic mail to the Management Board, which in turn shall present it together with its opinion to the Supervisory Board.