Bank BGZ BNP Paribas : Resolutions Adopted by the Ordinary General Meeting of the Company on 22 June 2017

Resolutions Adopted by

the Ordinary General Meeting of the Company on 22 June 2017

The Ordinary General Meeting resolves to elect Dorota Iwona Gajek as the chairperson.

In the secret voting on the a/m resolution valid votes were cast from 80 781 685 shares accounting for 95,90% of the authorised capital of the Bank. Out of the total number of 80 781 685 valid votes, 80 781 685 were cast for the resolution, 0 votes were against, 0 abstained from voting.

§ 1

The Ordinary General Meeting resolves to adopt the following agenda of the meeting:

1. Opening of the Meeting.

2. Election of the Chairperson of the Meeting.

3. Confirmation that the Meeting has been convened in a proper manner and that it is capable of passing resolutions.

4. Acceptance of the Agenda of the Meeting.

5. Review of the Supervisory Board Report on the verification of the Financial Statements of Bank BGŻ BNP Paribas S.A., including the Brokerage Office, Management Board Report on the activity of Bank BGŻ BNP Paribas S.A., including the Brokerage Office, the Consolidated Financial Statements of the Capital Group of Bank BGŻ BNP Paribas S.A., and of the Management Board Report on the activity of the Capital Group of Bank BGŻ BNP Paribas

   S.A. for the fiscal year from 1st January 2016 to 31st December 2016, and on the motion of the Management Board on the distribution of Bank BGŻ BNP Paribas S.A. profit for the 2016 financial year together with the assessment of adequacy and effectiveness of the internal control system in the Bank BGŻ BNP Paribas S.A.

6. Review and approval of:

7. Management Board's Report on Activities of Bank BGŻ BNP Paribas S.A. in 2016,

8. Bank BGŻ BNP Paribas S.A. Standalone Financial Statements for the 2016 financial year.

9. Passing resolution on Management Board's motion of Bank BGŻ BNP Paribas S.A. on the profit distribution for the 2016 financial year.

10. Review and approval of:

11. Management Board's Report on Activities of the Bank BGŻ BNP Paribas S.A. Capital Group for the 2016 financial year,

12. Bank BGŻ BNP Paribas S.A. Capital Group's Consolidated Financial Statements for the 2016 financial year.

13. Review and approval of the Report on activities of the Supervisory Board of Bank BGŻ BNP Paribas S.A. and its Committees in 2016.

14. Passing resolutions granting vote of acceptance for the fulfilment of their duties during 2016 to the members of the Management Board of Bank BGŻ BNP Paribas S.A. and Sygma Bank Polska S.A. which was acquired by Bank BGŻ BNP Paribas S.A. in accordance with article 492 § 1 item 1 of CCC.

15. Passing resolutions granting vote of acceptance for the fulfilment of their duties during 2016 to the members of the Supervisory Board of Bank BGŻ BNP Paribas S.A and Sygma Bank Polska S.A. which was acquired by Bank BGŻ BNP Paribas S.A in accordance with article 492

    § 1 item 1 of CCC.

16. Passing resolutions on changes in the composition of the Supervisory Board of the Bank BGŻ BNP Paribas S.A.

17. Passing resolution on the Evaluation of the sponsorship, philanthropic and CSR activities of Bank BGŻ BNP Paribas S.A. rational for years 2015 and 2016 presented by the Bank BGŻ BNP Paribas S.A. Supervisory Board.

18. Passing resolution on the information about Bank BGŻ BNP Paribas S.A. compliance with the Principles of Corporate Governance for Supervised Institutions issued by the Polish Financial Supervision Authority.

19. Passing resolution on the evaluation of the Remuneration Policy in accordance with § 28 item

    4 of Principles of Corporate Governance for Supervised Institutions presented by the Supervisory Board of Bank BGŻ BNP Paribas S.A.

20. Passing resolution on adoption of the Rules of Procedure of the General Meetings of Shareholders of Bank BGŻ BNP Paribas S.A.

21. Passing resolution on the amendments to the Articles of Association of Bank BGŻ BNP Paribas S.A. (§ 20 item 5, item 6 and item 7).

22. Passing resolution on the amendments to the Articles of Association of Bank BGŻ BNP Paribas S.A. (§ 21 item 1).

23. Passing resolution on the amendments to the Articles of Association of Bank BGŻ BNP Paribas S.A. (§ 28, § 32, § 37).

24. Passing resolution on the adoption of the consolidated text of the Articles of Association of Bank BGŻ BNP Paribas S.A.

25. Closing of the Meeting.

26. § 2

    The Resolution shall come into force on the day it has been passed.

    In the voting on the a/m resolution valid votes were cast from 80 781 685 shares accounting for 95,90% of the authorised capital of the Bank. Out of the total number of 80 781 685 valid votes, 80 781 685 were cast for the resolution, 0 votes were against, 0 abstained from voting.

    Resolution No. 3 of the Ordinary General Meeting of the Company Bank BGŻ BNP Paribas S.A. dated 22 June 2017 on the review and approval of the Management Board Report on the activity of Bank BGŻ BNP Paribas S.A. for the 2016 financial year.

    Acting pursuant to § 12 para. 1.1 of the Articles of Association of Bank BGŻ BNP Paribas S.A., the Ordinary General Meeting resolves as follows:

    § 1

    The Ordinary General Meeting reviewed and accepted the Management Board Report on the activities of Bank BGŻ BNP Paribas S.A. in 2016.

    § 2

    The Resolution shall come into force on the day it has been passed.

    In the voting on the a/m resolution valid votes were cast from 80 781 685 shares accounting for 95,90% of the authorised capital of the Bank. Out of the total number of 80 781 685 valid votes, 80 781 685 were cast for the resolution, 0 votes were against, 0 abstained from voting.

    Resolution No. 4 of the Ordinary General Meeting of the Company Bank BGŻ BNP Paribas S.A. dated 22 June 2017 on the review and approval of the Standalone Financial Statements of BGŻ BNP Paribas S.A. for the 2016 financial year.

    Acting pursuant to § 12 para. 1.1 of the Articles of Association of Bank BGŻ BNP Paribas S.A., the Ordinary General Meeting resolves as follows:

    § 1

    The Ordinary General Meeting reviewed and approved the Standalone Financial Statements of Bank BGŻ BNP Paribas S.A. for the 2016 financial year consisting of:

    • Bank BGŻ BNP Paribas S.A. statement of financial position prepared as at December 31, 2016 showing total assets PLN 70 381 932 710,39 (say: seventy billion three hundred eighty one million nine hundred thirty two thousand seven hundred ten zloty and thirty nine grosz),

    • Bank BGŻ BNP Paribas S.A. profit and Loss account statement for the period from January 1, 2016 to December 31, 2016 showing net profit of PLN 49 388 207,10 (say: forty nine million three hundred eighty eight thousand two hundred seven zloty and ten grosz),

    • Bank BGŻ BNP Paribas S.A. statement of total income for the period from January 1, 2016 to December 31, 2016, showing a total loss of PLN 148 770 446,29 (say: one hundred forty eight million seven hundred seventy thousand four hundred forty six zloty and twenty nine grosz),

    • Bank BGŻ BNP Paribas S.A. statement of changes in total equity for the period from January 1, 2016 to December 31, 2016 disclosing a decrease in equity by PLN 41 964 438,15 (say: forty one million nine hundred sixty four thousand four hundred thirty eight zloty and fifteen grosz),

    • Bank BGŻ BNP Paribas S.A.cash-flow statement for the period from January 1, 2016 to December 31, 2016 disclosing a negative net cash in the amount of PLN 800 136 827,54 (say: eight hundred million one hundred thirty six thousand eight hundred twenty seven zloty and fifty four grosz)

    • Auditor's notes to financial statements.

    § 2

    The Resolution shall come into force on the day it has been passed.

    In the voting on the a/m resolution valid votes were cast from 80 781 685 shares accounting for 95,90% of the authorised capital of the Bank. Out of the total number of 80 781 685 valid votes, 80 781 685 were cast for the resolution, 0 votes were against, 0 abstained from voting.