By-laws amending principles

In order to amend By-laws of bank Pocztowy S.A., the General meeting must pass a resolution and the related amendment must be registered in the National Court Register. Prior to presenting the General Meeting with a draft resolution regarding such an amendment, the Management Board passes its own resolution regarding the proposed changes, accepting the draft General Meeting's resolution. Then, the draft is presented to the Supervisory Board for approval. According to the Code of Commercial Companies, a resolution regarding amendment of by-laws must be passed by the majority of ¾ of votes. Pursuant to Article 34.2 of the Banking Law of 29 August 1997, an amendment to bank’s by-laws requires an approval of Polish Financial Supervision Authority, if it regards:

• the business name;
• registered office, core business and scope of operations;
• bodies and their competencies, with special focus on those of management board members appointed upon PFSA’s approval and decision making principles, basic organizational structure of the bank, principles of making statements regarding property rights and obligations, the manner of issuing internal regulations and making decisions related to the management of liabilities and assets whose total value related to one entity exceeds 5% of equity;
• internal control system operation principles;
• equity and financial management principles;
• preferences or limitations of voting rights related to shares.

 

On 5 September 2013 amendments to the Bank’s By-laws were registered in the National Court Register, previously accepted by the General Meeting on 12 July 2013 and on 1 August 2013. During the Extraordinary Meeting, the Bank’s shareholders decided to amend the By-laws with respect to the manner of appointing Supervisory Board Members.

Further, on 29 January 2014, other amendments to the By-laws were registered in the National Court Register, previously accepted by the General Meeting on 9 December 2013 with regard to provision of payment services, acceptance of Supervisory Board Members selection and evaluation policy and acceptance of a similar policy regarding the Management Board Members.

The By-laws are available at the Bank’s website under www.pocztowy.pl.