The General Shareholders’ Meeting

The General Shareholders’ Meeting of PKO Bank Polski SA is convened as ordinary or extraordinary meeting in accordance with the provisions of the Code of Commercial Companies and the Statute, and based on the policies defined in the by-laws of the General Shareholders’ Meeting.

Fundamental powers of the General Shareholders’ Meeting

The fundamental powers of the General Shareholders’ Meeting, apart from other matters defined in the binding laws, include adopting resolutions concerning the following matters:

  • appointment and dismissal of Supervisory Board Members,
  • approval of by-laws of the Supervisory Board,
  • determining the manner of redemption of shares and the amount of consideration for the shares subject to buyout,
  • creation and liquidation of special funds established from net profit appropriation,
  • disposal by PKO Bank Polski SA of property items or perpetual usufruct right to property, provided that the value of the real property or the right being subject to such an act exceeds ¼ of the share capital,
  • issuance of convertible bonds or other instruments giving the right to acquire or take up PKO Bank Polski SA’s shares.

Manner of functioning

Allowed to participate in the General Shareholders’ Meeting are holders of registered shares, pledgees and users with the right to vote entered in the share register at the registration date and holders of bearer shares, who have been entered in the Register of Shares at the day of registration and holders of bearer shares, if they were shareholders of the Bank at the day of the registration and they asked, within the act compliant time frame specified in the notification on the call of General Shareholders’ Meeting, the entity maintaining their securities accounts for registered certificate on the right to participate in the General Shareholders’ Meeting.

The shareholder who is a natural person may participate in the General Shareholders’ Meeting and exercise his voting right in person or by proxy. The shareholder who is not a natural person may participate in the

General Shareholders’ Meeting and exercise his voting right by a person authorized to file declarations of will on his behalf, or by proxy.

A power of attorney should be prepared, under the sanction of nullity, in writing and attached to the minutes of the General Shareholders’ Meeting or granted in an electronic form. The right to represent a shareholder who is not a natural person should be specified in the original or copy of the excerpt from the relevant register presented possibly with a power of attorney or sequence of a power of attorney. These documents should be presented at the time of drawing up the attendance register or sent electronically until the day before the day of the General Shareholders’ Meeting on an email address indicated on announcement of convening the General Shareholders’ Meeting.

The person(s) granting a power of attorney on behalf of a shareholder who is not a natural person should be listed in an up-to-date excerpt from the relevant register of a given shareholder.

Management Board Member and an employee of PKO Bank Polski SA may serve as proxy of shareholders at the General Shareholders’ Meeting of PKO Bank Polski SA.

Projects of resolutions proposed by the Management Board are accepted by the General Shareholders’ Meeting with justification and opinion of the Supervisory Board and complete text of the documentation, which will be presented to the General Shareholders’ Meeting, are published on the Bank’s website in the time enabling acquainting with them and evaluating them.

Draft resolutions put forward in accordance with the provisions of the Commercial Companies Code by an authorized shareholder or shareholders before the date of the General Shareholders’ Meeting are published on the Bank’s website as soon as they are received.

A shareholder or shareholders representing at least one twentieth of the share capital of the Bank may demand that certain matters be included in the agenda of the General Shareholders’ Meeting. The demand may be filed in an electronic form.

A shareholder or shareholders of PKO Bank Polski SA representing at least one twentieth of the share capital may, before the date of the General Shareholders’ Meeting, put forward to the Bank, in writing or by using electronic means of communication, draft resolutions concerning the matters included in the agenda of the General Shareholders’ Meeting or matters which are to be included in the agenda. Moreover, shareholders during the General Shareholders’ Meeting have the right to propose projects of resolutions and submit proposals of changes or supplements to the projects of resolutions, included in the agenda of the General Shareholders’ Meeting.

Removing from agenda or desisting, at the request of shareholders, from further discussing the matter included in the General Shareholders’ Meeting agenda requires that the General Shareholders’ Meeting resolution is adopted by the majority of three-quarters votes, after prior consent of all those shareholders present at the General Shareholders’ Meeting who applied for including the matter in the agenda.

Resolutions of the General Shareholders’ Meeting are adopted by an absolute majority of votes, unless the binding laws or the Memorandum of Association of PKO Bank Polski SA provide otherwise.

The General Shareholders’ Meeting adopts resolutions by way of open vote, with the provision that votes by ballot are ordered in the following circumstances:

  • elections,
  • applications for dismissal of members of PKO Bank Polski SA’s authorities or liquidators,
  • applications for bringing members of PKO Bank Polski SA’s authorities or liquidators to justice,
  • in staff matters,
  • on demand of at least one shareholder present or represented at the General Shareholders’ Meeting,
  • in other cases defined in binding law regulations.

A shareholder may not, either personally or by proxy, or while acting as a proxy of another person, vote on resolutions concerning his liability towards PKO Bank Polski SA on whatever account, including the acknowledgement of the fulfilment of his duties, release of any of his duties towards PKO Bank Polski SA, or any dispute between him and PKO Bank Polski SA.

Shareholders have the right to ask questions, through the Chairman of the General Shareholders’ Meeting, to the Members of PKO Bank Polski SA’s Management or Supervisory Boards and the PKO Bank Polski SA’s auditor.

For each of the agenda point, each shareholder has the right to one own speech and one reply. Shareholders may, during the course of discussion on each of the agenda points, apply for closing the list of speakers or closing the discussion on the given agenda point.