Statute

Principles for amending the Articles of Association of PKO Bank Polski SA

Amending the Articles of Association of PKO Bank Polski SA falls within the competence of the General Meeting and requires passing a resolution by a three-fourths majority of votes, the consent of the Polish Financial Supervision Authority in the cases defined in the Banking Act, and making an entry in the Register of Entrepreneurs of the National Court Register.

Moreover, according to Article § 10, clause 4 of the Articles of Association of PKO Bank Polski SA resolutions of the General Meeting relating to share preference and to issues concerning the Bank’s merger by transferring all of its assets to another company, its liquidation, a reduction in the share capital by way of redeeming some of its shares without increasing it at the same time or changing the scope of the Bank’s operations which would lead to the Bank ceasing its banking activities require a 90% majority of the votes cast.

Changes to the Statute in 2016

25 February 2016 – EGSM resolution on amendments to the Bank’s Articles of Association

On 25 February 2016, the Extraordinary General Shareholders’ Meeting of PKO Bank Polski SA passed Resolution No. 16/2016 on amendments to the Articles of Association of Powszechna Kasa Oszczędności Bank Polski SA, on the basis of which the following items were amended: § 15, clause 1, point 8 and § 23, clause 3, and the following items were deleted: § 19, clause 4, § 23, clause 1, point 4 and § 23, clause 1, point 7 of the Articles of Association of PKO Bank Polski SA.

The above-mentioned amendments to the Articles of Association of PKO Bank Polski SA were entered in the Register of Entrepreneurs of the National Court Register by virtue of the decision of the District Court for the Capital City of Warsaw in Warsaw, 13th Business Department of the National Court Register dated 19 April 2016 (ref. no. WA.XIII NS-REJ.KRS/016754/16/368).

30 June 2016 – OGSM resolution on amendments to the Bank’s Articles of Association

On 30 June 2016, the Ordinary General Shareholders’ Meeting of PKO Bank Polski SA passed Resolution No. 26/2016 on amendments to the Articles of Association of Powszechna Kasa Oszczędności Bank Polski SA, on the basis of which the following items were amended: § 1, clause 1, § 9, clause 2, § 15, § 17, clause 4, the first sentence, § 17a, clause 1, the first sentence, § 19, § 22, clauses 2-4, § 23, clauses 4-5, § 25, clause 1, point 3, letters a)-c), the title of Chapter VI, §§ 26-27, § 28, § 29, clause 3, the following items were deleted: § 9, clause 3, § 22, clause 5, § 30, clause 3, and the following items were added: § 5a, § 27a, § 29, clause 1, the second sentence, § 31a of the Articles of Association of PKO Bank Polski SA.

The above-mentioned amendments to the Articles of Association of PKO Bank Polski SA were entered in the Register of Entrepreneurs of the National Court Register by virtue of the decision of the District Court for the Capital City of Warsaw in Warsaw, 13th Business Department of the National Court Register, dated 31 August 2016 (ref. no. WA.XIII NS-REJ.KRS/039167/16/513).