PKO BANK POLSKI S.A. Legal grounds:
Paragraph 5.1.21 and 5.1.22 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
The report:
The Management Board of PKO Bank Polski SA ("PKO BP SA" or "Bank") hereby informs that on 26 June 2014, pursuant to Art. 385 §1 of the Commercial Companies Code, the PKO BP SA Annual General Meeting dismissed the members of the PKO BP SA Supervisory Board: Cezary Banasiński, Tomasz Zganiacz, Mirosław Czekaj, Zofia Dzik, Piotr Marczak, Elżbieta Mączyńska-Ziemacka, Marek Mroczkowski, Ryszard Wierzba.
The Management Board of PKO BP SA hereby informs that the State Treasury, as the Authorised Shareholder, pursuant to Clause 11.1 of the Bank's Articles of Association set the number of members of the Supervisory Board for 9.
The Management Board of PKO BP SA hereby informs that the Bank's Annual General Meeting convened for 26 June 2014 - pursuant to Art. 385§1 of the Commercial Companies Code - appointed:
- Jerzy Góra,
- Tomasz Zganiacz,
- Mirosława Boryczka,
- Mirosław Czekaj,
- Zofia Dzik,
- Jarosław Klimont,
- Piotr Marczak,
- Elżbieta Mączyńska-Ziemacka,
- Marek Mroczkowski
as the members of the Bank's Supervisory Board.
Under the adopted resolutions Jerzy Góra, Tomasz Zganiacz, Mirosława Boryczka, Mirosław Czekaj, Zofia Dzik, Jarosław Klimont, Piotr Marczak, Elżbieta Mączyńska-Ziemacka, Marek Mroczkowski were appointed as the members of the Supervisory Board for its next term beginning as at the date of the Annual General Meeting convened for 26 June 2014.
The State Treasury as the Authorised Shareholder, pursuant to paragraph 12.1 of the Bank's Articles of Association, appointed:
1. Mr. Jerzy Góra - for the position of the Chairman of the Supervisory Board.
2. Mr. Tomasz Zganiacz - for the position of the Deputy Chairman of the Supervisory Board.
The following information about the appointed Supervisory Board members:
Jerzy Góra
Vice President of the Management Board of Agencja Rozwoju Przemysłu S.A. (Industrial Development Agency JSC).
IDA JSC Board Member since January 4, 2010.
He gathered his work experience holding managerial positions i.a. at the Bank Gospodarstwa Krajowego as a Director of the Department for Financing Investment Projects. He was a Vice-President of the Management Board of Stocznia Szczecińska Porta Holding S.A. (Porta Holding Szczecin Shipyard JSC), Deputy Director of the Polish Steamship Company in Szczecin (GK Polska Żegluga Morska w Szczecinie) and Department Director in the Bank Morski S.A.
He also worked in the Ministry of Treasury as a Director of the Department of Ownership Supervision and Privatisation II.
He is a Deputy Chairman of the Supervisory Board at the Grupa Azoty Zakłady Chemiczne POLICE S.A. Earlier he was a member of supervisory boards of: Polimex-Mostostal S.A., LZPS Protektor S.A., Elektrociepłowania Będzin S.A., Euroafrica Sp. z o.o., Polska Agencja Informacji i Inwestycji Zagranicznych S.A. (Polish Information and Foreign Investment Agency JSC) and banks: Bank Morski S.A. and BIG Bank S.A.
Holds Ph.D. in Economics from the University of Szczecin - scholarship holder of the Saint Ignatius University Faculties of Antwerp (UFSIA).
Tomasz Zganiacz
Experienced manager, since 2009 as a director in the Ministry of the Treasury responsible for capital market and financial institutions. Until June 2009, President of TRITON DEVELOPMENT SA., a development company listed on the stock exchange. Before that, his positions included that of Vice-President and Financial Director of ARKSTEEL SA (also listed), credit department manager at SOCIETE GENERALE bank, and member of the academic and teaching staff of the Institute of Production Systems Organisation of the Warsaw University of Technology. He took part in the National Investment Funds programme. Mr. Zganiacz has taken part in numerous projects implemented by business entities operating in various sectors by cooperating with commercial and investment banks, brokerage houses and other players on the capital markets. He has been responsible for managing finances and preparing and implementing investment projects, and has co-created development strategies. He has a wealth of experience in supervising commercial law companies, and was a member of the Supervisory Board of the Warsaw Stock Exchange. He is a Member of the supervisory board PZU SA. He graduated as an engineer, and also completed MBA postgraduate studies.
Mirosława Boryczka
She is a director general in the Ministry of Finance. Public Sector Manager and Expert on Public Finance. For many years already she has been leading financial affairs and public sector institutions, starting her career with a civil service position in the Chancellery of the Prime Minister. Subsequently, she held advisory, managerial and supervisory posts in institutions of both public and private sectors, including the Government Office for Legislation, Capital City of Warsaw Municipal Office, Polish Agency for Enterprise Development, Industrial Development Agency, Polish Information and Foreign Investment Agency, Bank Gospodarstwa Krajowego. She held the position of director general in the Ministry of Economy and Ministry of Science and Higher Education. In years 2007-2008 and 2009-2013 Mirosława Boryczka was a Member of the Management Board of the Polish Social Insurance Institution (ZUS) being responsible, among others, for the daily operations of the pension fund and investments of the pension reserve fund.
Mirosława Boryczka is a graduate of Jagiellonian University, National School of Public Administration and Advanced Management Programme at IESE Business School.
Mirosław Czekaj
PhD in Economics, a graduate of the Nicolaus Copernicus University in Toruń. Registered Auditor. In January 2007, he was elected by the Council of the City of Warsaw to the position of City Treasurer. Between 2004 and 2006, he was Vice-President of Bank Gospodarstwa Krajowego, responsible for the commercial activities of the bank and for supervising its branches. Previously, he was responsible for public sector and corporate finances. Since 1992 to 2009, he held positions on the supervisory boards of numerous companies, including as Chairman of the Supervisory Board of Remondis - Szczecin
Sp. z o.o., Chairman of the Supervisory Board of Fundusz Wspierania Rozwoju Gospodarczego Miasta Szczecina, Chairman of the Supervisory Board of Szczecińskie Centrum Renowacji Sp. z o.o., Chairman of the Supervisory Board of MPT Sp. z o.o. in Warsaw. He was also a Supervisory Board Member of Pomorski Bank Kredytowy S.A. in Szczecin. He is the author and co-author of finance-related publications.
Zofia Dzik
Graduate of the Cracow University of Economy, the University of Illinois in Chicago, the University of Social Sciences and Humanities in Warsaw and the INSEAD Business School Executive Programs, she is also a holder of MBA from the Manchester Business School and a certified member of the Association for Project Management (APMP).
In the years 1995-2003 an adviser in Arthur Andersen and Andersen Business Consulting, she was responsible for the insurance sector (Insurance Division Director), where she provided advisory services to such entities as: PZU S.A., PZU Życie S.A., TUiR Warta S.A. Aplico Life S.A., Commercial Union S.A., Gerling S.A., Compensa S.A.
From 2003 with the Intouch Insurance Group (now RSA), where in the years 2004-2007 she was the President of the Management Board of Towarzystwo Ubezpieczeń Link4 S.A., and in the years 2007-2009 a member of the Management Board of Intouch Insurance B.V. in the Netherlands and the CEO for the CEE Region of the Intouch Insurance Group. In that capacity, she was responsible for the development of new markets; and was the supervisory board chairperson of the following group companies: TU Link4 S.A. and Direct Insurance Shared Services Center in Poland, Intouch Strachowanie in Russia (involved in its development from the project start up stage), and Direct Pojistovna in the Czech Republic (supported the start up); and the deputy chairperson of the supervisory board of TU na Życie Link4 Life S.A.
In the years 2006-2008 a member of the Management Board of the Polish Insurance Association. In the years 2007-2010 a member of the Supervisory Board of the Insurance Guarantee Fund.
At present: the President of the Management Board of the 'Humanities - The Art of Education' Foundation, which supports the process of social transformation in Poland; the author of the 'Cohesive Leadership in support of sustainable human development' model; the director of the Leadership Academy for the Education Sector Leaders, which works for development of leadership in the education sector; and a supervisory board member of the following companies: TU Link4 S.A., ERBUD S.A., and PKO Bank Polski.
Jarosław Klimont
He is a Master of Laws and Master of Administration. He graduated from Maria Curie Skłodowska University in Lublin. Since 1995 he has been practicing as a legal counsel, since 1999 he is a conunselor. Between 1996 - 1999 he was an assignee. He is a specialist in economic affairs, civil and administrative proceedings. He has a long experience in legal services for businesses and government entities. He is a member of the supervisory boards of commercial companies (i.a.: Totalizator Sportowy Ltd. in Warsaw; Echo-Son joint-stock company in Pulawy; The Machinery and Valve Repair and Overhaul Company Masz-ZAP Ltd. in Pulawy).
Piotr Marczak
He graduated from Warsaw School of Economics (earlier the Main School of Planning and Statistics). He has worked for the Ministry of Finance since 1992, now he is the director of the Public Debt Department and his main tasks include, for instance, preparation of public debt management strategies, the State Treasury risk and debt management, management of the State budget foreign currency, consolidation of liquidity of the entities of the public finance sector. He is the author of dozen papers and articles on the public debt and the market of treasury securities in Poland, and he was also a lecturer in Dolnośląska Szkoła Bankowa (Banking School of Lower Silesia). At the moment he is a member of the Supervisory Board of PKP Intercity S.A., and previously he was a member of the Supervision Boards of, for instance, Bank Gospodarstwa Krajowego, Huta Będzin S.A., Huta Stalowa Wola S.A., Stomil Poznań S.A.
Elżbieta Mączyńska-Ziemacka
Graduated from the University of Warsaw (Political Economy Department, specialisation: econometrics). Prof. PhD in economic sciences, employed at the Institute of Economic Sciences of the Polish Academy of Sciences (since 1990) and the Warsaw School of Economics (since 1998) at the position of the Head of the Department of Research of Enterprise Bankruptcy at the Institute of Corporate Finance and Investments at the Collegium of Business Administration of the Warsaw School of Economics (since 2008) and the Head of the Postgraduate Studies: 'Property Valuation'. Chairman of the Economic Strategic Thinking Committee of the Ministry of Economy (since 14 June 2013), President of the Polish Economic Society (since 2005), and member of the Presidium of the 'Poland 2000 Plus' Forecast Committee and the Committee of Economic Sciences of the Polish Academy of Sciences (since 2011). In 1994-2005, scientific secretary and member of the Presidium of the Social and Economic Strategy Council of the Council of Ministers. In 2005-2007, independent member of the Supervisory Board of BGŻ, in 1996-1998 independent member of the Supervisory Board of Polski Bank Rozwoju, in 1990-1991 advisor and consultant to the Polish-Swedish limited liability company SWEA SYSTEM. Has completed scientific and research internships in Germany (University of Mannheim) and Austria (WIIW, Wirtschaftsuniversität Wien). Three-time recipient of a DAAD scholarship. Author, co-author and editor of around 200 publications and expert opinions in the area of economic analysis, finance and enterprise appraisal, as well as in the area of economic systems and strategies of social and economic development. Member of the Editorial Committee of the bi-monthly 'Ekonomista' published by the Polish Economic Society and the Committee of Economic Sciences of the Polish Academy of Sciences, member of the Editorial Board of the quarterly 'Kwartalnik Nauk o Przedsiębiorstwie' published by the Collegium of Business Administration of the Warsaw School of Economics, member of the editorial team of the quarterly International Journal of Sustainable Economy (IJSE), Inderscience Publishers Editorial Office, UK.
Marek Mroczkowski
He graduated from the Warsaw School of Economics (earlier the Main School of Planning and Statistics). He completed postgraduate studies on the Faculty of Law and Administration at the University of Wrocław, as well as postgraduate studies - Advanced Management Programme in INSEAD Fontainebleau, France. Since 2009, he has been providing services in the field of consultancy and management in MRM Finance. In the years 2007-2009 he was a President of the Management Board and General Director of MAŻEIKIU NAFTA AB in Lithuania. In the years 2005 - 2006 he was a Vice-President of the Management Board and Financial Director of UNIPETROL A.S. in Czech Republic (from September 2005 to April 2006 he was also a President of the Management Board and General Director). In the years 2003-2004 he was a President of the Management Board and General Director of ELANA S.A. in Toruń, Poland. In the years 2001-2002 he was a President of the Management Board and General Director of POLKOMTEL S.A., and from 1994 to 2001 he was a Vice-President of the Management Board and Financial Director of PKN ORLEN S.A. Also, he was a Member of the Management Board and Financial Director of Eda Poniatowa S.A. (1986-1994). He has experience in the field of supervisory bodies' activities - he was a member of the supervisory boards of the following companies: ZCH POLICE SA, IMPEXMETAL S.A., ENERGOMONTAŻ PÓŁNOC S.A., POLKOMTEL S.A., ANWIL S.A., MOSTOSTAL Kraków S.A. Currently, he is a member of the Supervisory Board of AZOTY TARNÓW.
Moreover, the Management Board of the Bank hereby informs:
- none of the supervising persons conducts any business competitive to the business of the Bank. None of the above supervising persons participates in any business competitive in respect of the Bank as a partner in a partnership; none of the above supervising persons is a member of a governing body of a company competing with the Bank or a member of any other governing body of legal person competing with the Bank; none of the above supervising persons is registered in the Register of Insolvent Debtors.
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