Powszechna Kasa Oszczednosci Bk Plski : Report No. 23/2017 – Dismissal and appointment of Supervisory Board members by the Annual General Meeting of PKO Bank Polski SA on 22 June 2017.

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 ('Bank') hereby informs that on 22 June 2017, pursuant to Art. 385 §1 of the Commercial Companies Code, the Bank's Annual General Meeting ('AGM') dismissed the members of the Bank's Supervisory Board: Piotr Sadownik, Grażyna Ciurzyńska, Zbigniew Hajłasz, Mirosław Barszcz, Adam Budnikowski, Wojciech Jasiński, Andrzej Kisielewicz, Elżbieta Mączyńska-Ziemacka, Janusz Ostaszewski.

The Bank hereby informs that the State Treasury, as the Eligible Shareholder, pursuant to Clause 11.1 of the Bank's Articles of Association set the number of members of the Supervisory Board for 11.

Additionally the AGM - pursuant to Art. 385§1 of the Commercial Companies Code - appointed:
- Piotr Sadownik,
- Grażyna Ciurzyńska,
- Mariusz Andrzejewski,
- Mirosław Barszcz,
- Adam Budnikowski,
- Zbigniew Hajłasz,
- Wojciech Jasiński,
- Andrzej Kisielewicz,
- Elżbieta Mączyńska-Ziemacka,
- Janusz Ostaszewski,
- Jerzy Paluchniak

as the members of the Bank's Supervisory Board.
Under the adopted resolutions Piotr Sadownik, Grażyna Ciurzyńska, Mariusz Andrzejewski, Mirosław Barszcz, Adam Budnikowski, Zbigniew Hajłasz, Wojciech Jasiński, Andrzej Kisielewicz, Elżbieta Mączyńska-Ziemacka, Janusz Ostaszewski, Jerzy Paluchniak were appointed as the members of the Supervisory Board for its next term beginning as at the date of the AGM.

The State Treasury as the Eligible Shareholder, pursuant to paragraph 12.1 of the Bank's Articles of Association, appointed:
1. Piotr Sadownik - for the position of the Chairman of the Supervisory Board.
2. Grażyna Ciurzyńska - for the position of the Deputy Chairman of the Supervisory Board.

The following information about the appointed Supervisory Board members:

Piotr Sadownik

Mr. Sadownik is a graduate of the Faculty of Law at the University of Warsaw and of Université Paris II Pantheon - Assas. In 1996 he obtained his legal attorney title at the District Bar Council in Warsaw. He commenced his professional career in 1993 in the Warsaw office of Gide Loyrette Nouel law firm.
Currently, he is a partner heading the Dispute Resolution, Infrastructure, Public Law and Intellectual Property Departments at the Warsaw office of Gide Loyrette Nouel.
He represents the law firm's clients in court disputes and advises Polish companies and international investors on infrastructure and public procurement projects. He also specializes in intellectual property law.
He is recommended by the Legal 500 EMEA and Chambers Europe in dispute resolution. Moreover, Legal 500 recommends him in the areas of energy and natural resources as well as intellectual property.
Since 15 February 2016, he is member of the Supervisory Board of Bank Ochrony Środowiska S.A.

Grażyna Ciurzyńska

Since 1996, for 20 years she has been working within the banking sector. She held managerial positions in the area of corporate business of the PBK S.A. and Kredyt Bank S.A, supervising among others the cooperation with strategic clients and development of the enterprise financing programmes. Next, as a Director in the retail area of Bank BGŻ S.A., she was responsible for creation of the retail activity strategy, sales and pricing policy, bancassurance development, sales network management, designing and implementing products. She also served as an advisor to the President of the Management Board of the Bank.
Since 2007 she has been working within the banking payments and cards market. As a Director of the Department at Bank BGŻ S.A., and then at BGŻ BNP Paribas S.A., she was responsible for the card activity area, cooperation with international payment organisations and providers of card technologies and services.
Moreover, she was the member of Prezydium Rady Wydawców Kart Bankowych [Presidium of the Council of Banking Card Issuers], and earlier the Presidium of the Council of Cash Management at the Polish Bank Association.
For more than 15 years she was involved in teaching and research activity in the Warsaw School of Economics at the Institute of International Economic Relations.
Currently, she is the Director of the Department in the Ministry of Development, coordinating implementation of the investment policy and operating processes, supervising the cooperation with Polish and foreign investors and financial institutions.

Mariusz Andrzejewski

Is a professor at the Cracow University of Economics, serves as the Dean of the Faculty of Finance and Law and the Head of the Department of Financial Accounting. He holds the degree of Habilitated Doctor of Economics. Since 2013 he has been also working as associate professor at the School of Banking and Management in Cracow.
He graduated from three majors, studying Accounting at the Faculty of Management at the Cracow University of Economics (CUE), as well as Automatics and Robotics with the specialty: Artificial Intelligence and Computer Science at the Faculty of Electrical Engineering, Automatics and Electronics at the AGH University of Science and Technology in Cracow. During his studies he obtained the scholarship of the Ministry of National Education three times. In 2001, implementing the grant of KBN (the State Committee for Scientific Research), he prepared and defended the doctoral thesis entitled 'Accountancy and information disclosure by listed companies'.
He has obtained business experience while serving as a member of supervisory boards of such companies as: Tauron Sprzedaż Sp. z o.o., Zakłady Chemiczne Alwernia SA, Kombinat Koksochemiczny Zabrze SA, Północ Nieruchomości SA (company listed on NewConnect), PolRest SA (company listed on the Warsaw Stock Exchange), Media Nieruchomości SA, Przedsiębiorstwo Inżynierii Miejskiej Sp. z o.o. in Czechowice - Dziedzice. He was also the President of the Management Board of Altair Sp. z o.o., Member of the Management Board for Finances at TBS Złocień Sp. z o.o. and the Advisor to the Management Board at the Institute of Business Law and Foreign Investments (Instytut Prawa Spółek i Inwestycji Zagranicznych - IPSiZ Sp. z o.o.). He was an Arbitrator at the Arbitration Court at the Polish Financial Supervision Authority. Currently he is Chairman of the Supervisory Board of PKP PLK SA and Member of the Supervisory Board of AWSA Holland II BV.

In 2005-2006 he held the position of Undersecretary of State in the Ministry of Finance.

He is a member of the Polish Economic Society (PTE) and the General Board of the Accountants Association in Poland. He is also a member of the European Accounting Association (EAA), the International Association for Accounting Education & Research (IAAER) and the Scientific Council of SKwP.

He was born in 1971, he is married and has three children.

Mirosław Barszcz

Graduate of the Catholic University of Lublin, where he obtained the title of Master at Law. Currently, he is CEO of BGK Nieruchomości SA. Between 2014 and 2016, he was advisor to the strategy department of PGNiG SA. In 2013-2014 he was an independent advisor in the field of strategic and financial advisory, negotiations, project management, change management. Has extensive experience in auditing firms (1996-1997 Ernst & Young, 1998 -2001 Arthur Andersen, 2001 - 2004 PricewaterhouseCoopers), law firms (2005 Baker & McKenzie, 2008-2013 GWW Legal) and the government administration (2005 - 2006 Undersecretary of State in the Ministry of Finance, 2007 - Minister of Construction, 2011 - 2013 advisor of the Minister of Justice). Participated in more than 30 training courses (organised by Ernst & Young, Arthur Andersen, PricewaterhouseCoopers) including in the field of taxes, finances, human resources management, negotiations, project management, change management, cultural differences, communication. Has consulting experience in many industries, including: financial, information technology, telecommunications, energy, construction, real estate development, pharmaceutical, manufacturing, banking, commerce, logistics, tourism industries. Participated in numerous projects of government administration.

Adam Budnikowski

Professor Adam Budnikowski graduated from Wyższa Szkoła Ekonomiczna (WSE) (currently Poznań University of Economics and Business) in Poznań in 1971, where he obtained his master's degree in Foreign Trade Economics. In 1975 he earned his PhD from the Foreign Trade Faculty at the Central School of Planning and Statistics (currently Warsaw School of Economics). In 1983 he obtained his post-doctoral degree from the same faculty. In 1992 the President of the Republic of Poland awarded him the title of Professor of Economics.
Professor Adam Budnikowski has been with the Warsaw School of Economics (SGH) since the beginning of his professional career. He started working at SGH in 1974 as an assistant lecturer at the Institute of International Economics. In subsequent years, upon receipt of scientific degrees, he was promoted to assistant professor, associate professor, and professor. In 1996 he was elected Dean of the World Economy Collegium at the Warsaw School of Economics and held that position for two consecutive terms of office, until 2002. He became Rector of the Warsaw School of Economics in 2005 and on 5 March 2008 he was re-elected for the second term of office for the years 2008-2012. Since 2012 he has been Dean of the World Economy Collegium at the Warsaw School of Economics.
During his professional career, he has cooperated with other scientific and educational institutions, including Polish Academy of Sciences, Polish Economic Society, Foreign Trade Research Institute (he was Deputy Director of the Institute from 1992 to 1993), Catholic University of Lublin, Radom Academy of Economics, European Academy of Diplomacy and the National School of Public Administration. He has been member of the Association of Polish Economists since 2001 and since 2012 he has been member of the Presidium of the Committee on Economic Sciences of the Polish Academy of Sciences.
He lectured and was a visiting researcher at Western universities numerous times during his scientific and research career. He was, among others, a Fulbright scholar, and in 1996 he was a World Bank expert participating in the Bank's missions in Turkey and Romania.
His main areas of academic interest are related to international business. They include, among others, international business relations (with special focus on trade policy and international finance), transformation in Central and Eastern Europe and environment protection policy.

Zbigniew Hajłasz

Mr. Hajłasz is an expert and consultant in management and development. He has over 20 years of experience in managing commercial companies and as an analyst and expert in planning, management and development of financial institutions, industrial restructuring, privatisation and international projects.
Academic degrees: MPhil in Economics (London University, 2002) and M.Sc. in mathematics (Wrocław University of Science and Technology, 1982).
In the years 1993 to 1996 and since 2005 - academic lecturer (Wrocław University of Science and Technology, University of Wrocław, the Eugeniusz Geppert Academy of Art and Design in Wrocław); since August 2011 - President of the Management Board of Zakład Gospodarki Komunalnej sp. z o.o. in Św. Katarzyna (awarded with 'Gazela Biznesu' in 2015 and 2016); since January 2016 - Vice Chairman of the Supervisory Board of Polskie Radio SA.
He has held, among others, the following positions: Director of the Economic Development Department of the Lower Silesian Governor's Office in Wrocław (1991-1993); Director of the Regional Privatisation Office of Bank BWP SA (1994-1996); Vice President of the Management Board of Wrocław Regional Development Agency - Managing Director; President of the Management Board of PRW SA in Wrocław; President of the Management Board of TBS sp. z o.o. in Głogów; Director of the OPDRO Project Coordination Office.
He was supervisory board member of state-owned companies and companies with local government shareholdings, inter alia: Dolnośląskie Konsorcjum Handlowo-Finansowe SA in Wrocław, Polskie Radio Wrocław SA in Wrocław, TBS sp. z o.o. in Lubin (the best TBS in Poland in BGK's ranking), Siechnicka Inwestycyjna Spółka Komunalna sp. z o.o., Polskie Radio SA.
Author of expert opinions for the Sejm and Government of the Republic of Poland and for financial institutions.

Wojciech Jasiński

Mr. Jasiński is a graduate of the Faculty of Law and Administration of the University of Warsaw (1972).
In the years 1972 to 1986 he worked in Płock, inter alia, for the Płock branch of the National Bank of Poland and in the Płock City Hall, also as a legal counsel in the Treasury Office. In the years 1990 to 1991 he worked on developing the local government in Płockie Voivdeship as Delegate of the Government's Plenipotentiary for Local Government Reform. From 1992 to 1997 he worked in the Supreme Audit Office (NIK) subsequently as Director of: NIK's Regional Branch in Warsaw, Department of Budget & Finance, Department of State Budget. In 1997-2000, he was member and next President of the Management Board of Srebrna company in Warsaw. He was member of the Supervisory Board of Bank Ochrony Środowiska in the years 1998 - 2000. From September 2000 to July 2001 he held the position of Undersecretary of State in the Ministry of Justice. In the years 2006 to 2007 he held the office of Minister of State Treasury.
Since 2001 he has been Member of Polish Parliament (4th, 5th, 6th, 7th and 8th parliamentary terms), where he held the following positions: Chairman of the Standing Subcommittee for the Banking System and Monetary Policy, Chairman of the Economy Committee, Chairman of the Public Finance Committee. He was also member of the parliamentary State Treasury Committee.
On 16 December 2015, the Supervisory Board of PKN ORLEN S.A. appointed Mr. Wojciech Jasiński President of the Management Board for a three-year joint term of office that ends on the date when the General Shareholders Meeting approves the company's financial statements for 2016.

Andrzej Kisielewicz

Holds the title of Professor of Mathematical Sciences. He is employed at the University of Wrocław, Faculty of Mathematics and Computer Science. He defended his habilitation at the University of Wrocław, and obtained the title of PhD at Mathematical Sciences at the Polish Academy of Sciences. Graduate of the University of Wrocław. Gained experience in the academic centres such as: Opole University, Vanderbilt University (Nashville, USA), the Polish Academy of Sciences, Technische University (Darmstadt, Germany), The University of Manitoba (Winnipeg, Canada), Wrocław University of Technology. Has the experience of serving as the member of the supervisory boards. Author of more than 60 publications in the foreign journals relating to mathematics, logic and computer science and numerous books (e.g. 'Sztuczna inteligencja i logika' [Artificial Intelligence and Logic], 'Wprowadzenie do informatyki' itd.[An Introduction to Computer Science] etc.). He is also the author of many opinions, reviews and expert opinions, including for the Central Commission and the European Commission. His research interests are the application of mathematics, logic and computer science in practice, artificial intelligence, business intelligence, informatisation, argumentation theory.

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). Member of the National Development Council.
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.

Janusz Ostaszewski

Director of the Institute of Finance, Head of the Finance Department between 2001 and 2013 and member of the Senate of the Warsaw School of Economics, eminent finance expert. In the years 2005 to 2012 he was Dean of the Management and Finance Collegium for two terms of office.

He graduated from the Central School of Planning and Statistics in 1978. He earned his PhD In 1982 at the Faculty of Domestic Trade at the Central School of Planning and Statistics (currently Warsaw School of Economics). He received his post-doctoral degree at the same faculty in 1990. In 2001 he was awarded the title of Professor of Economics by the President of the Republic of Poland.
He completed his post-graduate studies in Finance and Management at Scuola Superiore Enrico Mattei in Milan. His main areas of research are: business operations, financial management and strategy. It is reflected in the courses he has been teaching for many years: corporate finance, finance, management, and in numerous teaching aids and books he published. He is the author of over 140 various scientific papers, including 40 books. Up to date, 22 scholars wrote and defended their doctoral dissertations under the tutelage of Professor Ostaszewski. His interest in finance was further developed during his several-year tenure as Director of the Department of Property Issues at the Ministry of Finance, subsequent service as advisor to the CEO of Kredyt Lease SA, a subsidiary of Kredyt Bank Group, and during the work performed for the Finance Bureau of the Chancellery of the Sejm.

Jerzy Paluchniak

Mr. Jerzy Paluchniak - a graduate of the Wrocław University of Economics, Faculty of Management and Information Technology, Management and Marketing Department, specializing in corporate management. Since 2003 a Certified Internal Auditor (CIA). In 2005, he obtained a licence of a statutory auditor (no. 10649) and passed all the ACCA exams.
From 1999 to 2000 Jerzy Paluchniak gained professional experience as an assistant brand manager with Zielona Budka Zbigniew Grycan S.A. Still in 2000, he continued his professional career in the Wrocław-based audit division of Arthur Andersen/Ernst&Young, holding positions from an assistant to a manager (promoted to manager in 2005).
From 2007 to January 2016 he worked for the Wrocław-based audit division of KPMG where he was promoted to senior manager in 2008. Apart from working as a key certified auditor in financial audit engagements, he assumed managerial roles in projects related to process reviews and audits, the implementation of an internal audit function and forensic audit engagements. He received the title of Certified Trainer from KPMG. He delivered training courses in auditing, accounting as well as personal and interpersonal skills for the clients and employees of KPMG as well as handling corporate social responsibility issues in KPMG's Wrocław Office.
From 2016 to 2017 he was a member of the Supervisory Board and of the Supervisory Board Audit Committee of PZU SA.
In 2016-2017, Mr Paluchniak also worked for Tauron Polska Energia SA as the Executive Director of Internal Audit in charge of the internal audit area in all the subsidiaries of the Tauron Polska Energia SA Group, where he effected a thorough change of the internal audit function, aligning it with the new business model of the Tauron Group.
Since 2010, member of the Regional Statutory Auditor Council in Wrocław.

Moreover, the Bank hereby informs that the following members of the Supervisory Board: Grażyna Ciurzyńska, Mariusz Andrzejewski, Mirosław Barszcz, Adam Budnikowski, Zbigniew Hajłasz, Wojciech Jasiński, Andrzej Kisielewicz, Elżbieta Mączyńska-Ziemacka, Janusz Ostaszewski, Jerzy Paluchniak appointed by the Annual General Meeting on 22 June 2017, declared that:
- they don't conduct any business competitive to the business of the Bank;
- they don't participate in any business competitive in respect of the Bank as a partner in a partnership;
- they are not members of a governing body of a company competing with the Bank or they are not members of any other governing body of legal person competing with the Bank;
- they are not registered in the Register of Insolvent Debtors.

In addition, Piotr Sadownik declared that:

- he doesn't conduct any business competitive to the business of the Bank, subject to the third indent of this declaration;
- he doesn't participate in any business competitive in respect of the Bank as a partner in a partnership;
- he is not a member of a governing body of a company competing with the Bank, he is a member of a supervisory body of a company competing with the Bank - Bank Ochrony Środowiska S.A.
- he is not a member of any other governing body of legal person competing with the Bank;
- he is not registered in the Register of Insolvent Debtors.