PKO BANK POLSKI S.A. Legal basis:
Paragraph 38.1.2a of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and on conditions under which such information may be recognised 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 S.A. ("PKO Bank Polski" or "Bank") hereby informs that on 3 September 2015 PKO Bank Polski was informed that the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register registered the amendments to the Bank's Articles of Association, adopted by the Resolution No. 53/2015 of the Annual General Meeting of 25 June 2015 (submitted by the Bank to the public in the current report No. 44/2015 of 25 June 2015).
The Articles of Association of the Bank were amended as follows:
1) sub-§ 1.1 received the following wording:
"1. Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, further in the Articles of Association referred to as the 'Bank', is a bank that conducts its activities pursuant to generally applicable laws, best practices adopted by the Bank for application and this Articles of Association, at preservation of the Bank's national character.";
previous wording of § 1.1
"1. Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna, further in the Articles of Association referred to as the 'Bank', is a bank that conducts its activities pursuant to generally applicable laws, good practices pertaining to the banking industry adopted by the Bank for application and this Articles of Association, at preservation of the Bank's national character.";
2) sub-§ 4.1 point 9 received the following wording:
"9) provision of the following payment services:
a) acceptance of cash payments to and cash disbursements from payment accounts, and all actions required for operating accounts;
b) execution of payment transactions, including the transfer of funds to payment accounts of user suppliers or other suppliers:
- through provision of direct debit services, including one-off direct debits,
- with the use of payment cards or similar payment instruments,
- through provision of payment order services, including standing orders;
c) execution of payment transactions specified in letter 'b', through allocation of funds made available to users through loans;
d) issuance of payment instruments;
e) enabling execution of payment transactions initiated by the merchant or through their intermediation with employment of the payee's payment instrument, in particular through servicing authorisations, transfer to payment card issuers or payment systems of the payees' or merchants' payment orders, for the purpose of the funds owed to the merchant;
f) provision of money transfer services,"
previous wording of § 4.1 point 9:
"9) issuing payment cards and performing operations with such cards;"
3) in sub-§ 4.1 point 12, the word "instrument" is deleted,
previous wording of § 4.1 point 12:
"12) issuing the electronic money instrument;"
4) in sub-§ 4.1 point 13, before the word "activities" the word "commissioned" was added,
previous wording of § 4.1 point 13:
"13) performing activities relating to issue of securities;"
5) in sub-§ 4.2, point 5 is deleted,
previous wording of § 4.2 point 5:
"5) providing financial services in respect of customer acquisition within the meaning of the Act on Organisation and Operation of Pension Funds;"
6) in sub-§ 15.1 point 12, letter 'e' is deleted,
previous wording of § 15.1 point 12 letter 'e':
"e) performance of any act by the Bank, as a result of which the sum of receivables of the Bank and the off-balance sheet commitments exposed to the risk of a state-owned legal person or a company with the State Treasury as the majority shareholder and entities linked by participation or control with such legal person or company would exceed 5% of the equity of the Bank;"
7) in sub-§ 15.1 point 13, the full stop is replaced with a comma and points 14 - 15 were added, with the following wording:
"14) assessment of the compensation policy followed by the Bank and presentation of a report on the subject to the General Meeting,
15) opinions on the 'Principles of corporate governance for supervised institutions' followed by the Bank".",
8) in sub-§ 17.4, the first sentence received the following wording:
"The Supervisory Board can adopt resolutions in writing (by circulation) or with employment of direct remote communication, with the exception resolution on matters referred to in sub-§ 15.1 points 1-3, 5 and 7-9 and resolutions adopted by secret ballot.",
previous wording of § 17.4 (the first sentence):
"The Supervisory Board can adopt resolutions in writing (by circulation) or with employment of direct remote communication, with the exception resolution on matters referred to in sub-§ 15.1 points 1-3, 5, 7-9 and 12 and resolutions adopted by secret ballot.",
9) sub-§ 17a.1 received the following wording:
"1. The Supervisory Board shall appoint from among its members the Audit Committee and the Remuneration Committee. The Supervisory Board may also appoint other committees from among its members.",
previous wording of § 17a.1:
"1. The Supervisory Board shall appoint from among its members the Audit Committee; it may also appoint other committees from among its members."
10) § 21 received the following wording:
"§ 21
1. The following will be authorised to submit statements of intent on behalf of the Bank:
1) President of the Management Board independently,
2) two Management Board members jointly or one Management Board member together with a proxy,
3) two proxies acting jointly,
4) proxies acting independently or jointly within the limits of authorisation granted to them.
2. The Bank shall grant joint powers of attorney which will authorise acting together with another proxy or Management Board member.",
previous wording of § 21:
"§ 21
The following will be authorised to submit statements of intent on behalf of the Bank:
1) President of the Management Board independently,
2) two Management Board members jointly or one Management Board member together with a proxy,
3) proxies acting independently or jointly within the limits of authorisation granted to them.
11) § 25 received the following wording:
"§ 25
1. The decisions and internal regulations of the Bank on matters:
1) within the competence of the General Meeting - are issued in the form of resolutions of the General Meeting adopted in accordance with the relevant provisions of law, the Articles of Association and the Rules and Regulations of the General Meeting,
2) within the competence of the Supervisory Board - are issued in the form of resolutions the Supervisory Board adopted in accordance with the relevant provisions of law, the Articles of Association and the Rules and Regulations of the Supervisory Board,
3) within the competence of the Management Board:
a) requiring in accordance with the law, the Articles of Association or the Rules and Regulations of the Management Board the collegiate action the Management Board - are issued in the form of resolutions of the Management Board adopted in accordance with the relevant provisions of law, the Articles of Association and the Rules and Regulations of the Management Board,
b) not requiring a resolution of the Management Board and which in accordance with the Articles of Association and the Rules and Regulations of the Management Board fall into the competence of the President of the Management Board - are issued in the form of an order,
c)not requiring a resolution of the Management Board and which in accordance with the Articles of Association, the Rules and Regulations of the Management Board and an order of the President of the Management Board are transferred into the competence of respective Management Board members - are issued in the form of decisions of the relevant members of the Management Board,
d) in matters other that those provided under letters a-c above - are issued by persons or competent bodies, in keeping with relevant resolutions of the Management Board.
2. The detailed procedures for issuing the Bank's internal regulations on the matters referred to in § 25.1 point 3 shall be determined by resolution of the Management Board and separate internal regulations issued on the basis of relevant resolutions.",
previous wording of § 25:
"§ 25
- The governing bodies of the Bank shall issue the following internal regulations:
1) resolutions - the Supervisory Board and the Management Board;
2) orders - the President of the Management Board;
3) decisions - the entities authorised under separate internal regulations.
-
Defining the banking products and other banking and financial services shall require a resolution of the Management Board.
- The procedure of issuing internal regulations shall be specified in separate provisions."
12) sub-§ 26.6 received the following wording:
"6. The internal audit unit and the compliance unit shall be independent, and report directly to the President of the Management Board.",
previous wording of § 26.6:
"6. The internal audit unit shall be independent and report directly to the President of the Management Board."
13) sub-§ 26.7 received the following wording:
"7. Appointment and dismissal of the internal audit unit director and the compliance unit director will require prior approval of the Supervisory Board.".
previous wording of § 26.7:
"7. Appointment and dismissal of the internal audit unit director will require prior approval of the Supervisory Board."
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