By-laws amending principles

Amendments to Bank Pocztowy’s By-laws require a resolution of its General Shareholders’ Meeting and recording of the agreed amendments with the National Court Register. Prior to presenting the General Meeting with a draft resolution on By-laws amendment, the Management Board passes a resolution regarding the proposed changes, adopting the draft resolution of the General Meeting. The draft is then presented to the Supervisory Board for approval. Pursuant to the Code of Commercial Companies, the resolution to amend By-laws is passed with the majority of three-fourths of votes. Pursuant to Article 34.2 of the Banking Law of 29 August 1997, amendments to bank’s By-laws require a permission of the Polish Financial Supervision Authority if they regard:

• The business name;
• Registered office, core business and scope of operations of the Bank;
• Bodies and their competencies, with special attention to competencies of Management Board members appointed with the approval of PFSA and decision-making principles, the basic organizational structure of the Bank, principles of making statements regarding property titles and liabilities, issuing of internal regulations and making decisions to contract liabilities or use assets whose total value exceeds 5% of own funds of an entity;
• Operation of the internal control system;
• Own funds and financial management principles;
• Preference or restriction placed on shares with regard to the voting rights.

On 18 June 2014, amendments to the Bank’s By-laws accepted by the General Shareholders’ Meeting on 23 May 2014 were recorded with the National Court Register. During the General Meeting, the Bank’s shareholders decided to amend the By-laws with regard to the scope of Bank’s operations – entering the electronic money market.

On 15 January 2015, amendments to the Bank’s By-laws accepted by the General Shareholders’ Meeting on 22 December 2014 regarding implementation of Corporate governance principles in Bank Pocztowy S.A. were recorded with the National Court Register.

The By-laws are available on the Bank Pocztowy’s website www.pocztowy.pl.