Powszechna Kasa Oszczędności Bank Polski S.A.: ZWZ - projekty uchwał: podział zysku, zmiany w RN, zmiany w statucie (2017-05-26)

Current report No. 16/2017 – Convening the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski S.A.
Legal basis:

§ 38.1.1 and § 38.1.2 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, in connection with Article 402(1) and Article 402(2) of the Commercial Companies Code

Contents of the report:

Announcement of the Management Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna on convening the Annual General Meeting
Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna with its registered office in Warsaw, ul. Puławska 15, 02-515 Warsaw, registered in the register of entrepreneurs of the National Court Register by the District Court for the Capital City of Warsaw, 13th Commercial Division of the National Court Register under No. KRS 0000026438; tax identification No. NIP: 525-000-77-38, with a share capital (fully paid up) of PLN 1,250,000,000.

Date, hour and venue of the general meeting; detailed agenda
The Management Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna (“PKO Bank Polski S.A.” or the “Bank”) acting pursuant to Article 399 § 1 in conjunction with Article 395 § 1 of the Commercial Companies Code, hereby convenes the Annual General Meeting of PKO Bank Polski S.A. to be held on 22 June 2017 at 10:00 hours in Warsaw at ul. Puławska 15 (“Annual General Meeting”) with the following agenda:
1) opening the Annual General Meeting,
2) electing the Chairman of the Annual General Meeting,
3) acknowledging the correct convention of the Annual General Meeting and its authority to adopt binding resolutions,
4) adopting an agenda,
5) considering the PKO Bank Polski S.A. Directors’ Report for the year 2016, considering financial statements of PKO Bank Polski S.A. for the year ended 31 December 2016 and a motion of the Management Board regarding the distribution of the profit earned by PKO Bank Polski S.A. in 2016,
6) considering the PKO Bank Polski S.A. Group Directors’ Report for the year 2016 and considering consolidated financial statements of the PKO Bank Polski S.A. Group for the year ended 31 December 2016,
7) considering the Supervisory Board report of Powszechna Kasa Oszczędności Bank Polski Spółki Akcyjna concluding an assessment of: the financial statements of PKO Bank Polski S.A. for the year ended 31 December 2016, the PKO Bank Polski S.A. Directors’ Report for the year 2016, the motion of the Management Board regarding the distribution of the profit earned by PKO Bank Polski S.A. in 2016, and a Supervisory Board’s report on its activities as a governing body in 2016,
8) adopting resolutions on the following matters:

a) approving the PKO Bank Polski S.A. Directors’ Report for the year 2016,
b) approving the financial statements of PKO Bank Polski S.A. for the year ended 31 December 2016,
c) approving the PKO Bank Polski S.A. Group Directors’ Report for the year 2016,
d) approving the consolidated financial statements of PKO Bank Polski S.A. Group for the year ended 31 December 2016,
e) approving the report of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółki Akcyjna for 2016,
f) distribution of the profit earned by PKO Bank Polski S.A. in 2016,
g) granting the vote of acceptance to the performance of duties by members of the Management Board for 2016,
h) granting the vote of acceptance to the performance of duties by members of the Supervisory Board for 2016,
9) presentation of the Supervisory Board report on the assessment of the functioning of the remuneration policy in the PKO Bank Polski S.A. and report on the assessment of the application in the PKO Bank Polski SA the principles introduced in the Principles of Corporate Governance for Supervised Institutions,
10) adopting of resolutions on the changes of the Supervisory Board,
11) adopting of resolution on amendments in the Articles of Association of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna,
12) closing the meeting.
Contemplated amendments to the Articles of Association of Powszechna Kasa Oszczędności Bank Polski S.A.
§ 4.2.16 shall receive the following wording:
“16) provision of trust services and issue of electronic identification means within the meaning of provisions on trust services,”,

previous wording of § 4.2.16:
“16) provision of certification services as defined in the regulations on electronic signatures, excluding the issue of qualified certificates employed by banks in operations to which they are a party,”.

Shareholders’ right to request that certain matters be placed on the agenda of the Annual General Meeting
A shareholder or shareholders representing no less than one-twentieth of the share capital of the Bank may request adding new items to the agenda of the Annual General Meeting. Such requests should be submitted to the Management Board of the Bank no later than twenty one days prior to the scheduled date of the meeting.
The request should be delivered with the draft resolution concerning an indicated point of the agenda with its justification. Failing such justification to the request, the Management Board or the Chairman of the General Meeting requests the shareholder or shareholders to present the justification to the proposed resolution.
The requests may be submitted in writing (that is delivered personally, upon confirmation of receipt, or sent to the Bank with a confirmation of dispatch and confirmation of receipt requested) to the following address: Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna with its registered office in Warsaw, ul. Puławska 15, 02-515 Warsaw, Investor Relations Office, or by electronic mail to the e-mail address wza@pkobp.pl. The proof that the above-mentioned request was submitted in due time will be the date of its receipt by the Bank or, if sent by e-mail, on the date of delivery of the relevant e-mail to the Bank’s electronic mail system (e-mail server). The requests should be made on duly completed and signed forms downloaded from the Bank’s web page. If a request is to be sent by e-mail, the form and all attached documents should be attached to the e-mail in the PDF format.
A shareholder or shareholders who request adding items to the agenda of the meeting should deliver, together with the request, documents confirming their identity and the authority to request adding items to the agenda of the Annual General Meeting, in particular:
1) a deposit certificate or a certificate of right to participate in the Annual General Meeting issued by an entity keeping a securities account pursuant to the regulations on trading in financial instruments, confirming that the certificate holder is a shareholder of the Bank and on the date of making the request he holds an adequate number of shares,
2) with respect to a shareholder being a natural person – a copy of an identity card, passport or another document confirming his identity,
3) in case of a shareholder other than a natural person – a current extract from the relevant register or other documents confirming the authorization to represent the shareholder.
The obligation to attach the above-mentioned documents concerns the shareholders making requests either in writing or by e-mail. The documents should be attached in a form appropriate for the form of the request (as hard copies or scans converted to PDF).
If it is a proxy acting on behalf of a shareholder or shareholders who submits a request for placement of certain matters on the meeting agenda, then along with that request, the proxy is required to present in the manner specified above documents confirming his/her authorisation to act on behalf of the shareholder or shareholders. The Bank may take such actions as will be necessary to identify the shareholder or shareholders and verify the validity of the shareholder’s or shareholders’ right to above-mentioned request.
The Management Board of the Bank shall promptly, and in no event later than eighteen days prior to the scheduled date of the Annual General Meeting, announce changes to the agenda implemented at the request of a shareholder or shareholders. The new amended agenda will be published on the Bank’s web site www.pkobp.pl/investors.

Shareholders’ right to submit draft resolutions
Before the date of the Annual General Meeting a shareholder or shareholders representing no less than one-twentieth of the share capital of the Bank may submit to the Bank in writing (that is deliver personally, upon confirmation of receipt, or send to the Bank with a confirmation of dispatch and confirmation of receipt requested) to the following address: Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna with its registered office in Warsaw, ul. Puławska 15, 02-515 Warsaw, Investor Relations Office, or by electronic mail to the e-mail address wza@pkobp.pl draft resolutions concerning any items on the agenda of the Annual General Meeting, or matters that are to be added to the agenda.
The draft resolution should be presented with its justification. Failing such justification to the resolution, the Management Board or the Chairman of the General Meeting requests the shareholder or shareholders to present the justification to the proposed resolution.
The submitted draft resolutions should be made on duly completed and signed forms downloaded from the Bank’s web page. If a submission is to be made by e-mail, the form and all attached documents should be attached to the e-mail in the PDF format.
A shareholder or shareholders who submit draft resolutions should deliver, together with the request, documents confirming their identity and the authority to submit draft resolutions, in particular:
1) a deposit certificate or a certificate of right to participate in the Annual General Meeting issued by an entity keeping a securities account pursuant to the regulations on trading in financial instruments, confirming that the certificate holder is a shareholder of the Bank and on the date of making the request he holds an adequate number of shares,
2) with respect to a shareholder being a natural person – a copy of an identity card, passport or another document confirming his identity,
3) in case of a shareholder other than a natural person – a current extract from the relevant register or other documents confirming the authorization to represent the shareholder.
The obligation to attach the above-mentioned documents concerns the shareholders making requests either in writing or by e-mail. The documents should be attached in a form appropriate for the form of the request (as hard copies or scans converted to PDF).
If it is a proxy acting on behalf of a shareholder or shareholders who submits a draft resolution, then along with that submission, the proxy is required to present in the manner specified above documents confirming his/her authorisation to act on behalf of the shareholder or shareholders. The Bank may take such actions as will be necessary to identify the shareholder or shareholders and verify the validity of the shareholder’s or shareholders’ right to submit the projects of the resolutions.
Additionally, during the Annual General Meeting itself each shareholder may propose draft resolutions concerning the matters on the agenda of the meeting.
The draft resolution concerning the calling of a brake in the Annual General Meeting proceedings should clearly determine the date for resuming the meeting. The reason of such a break should be specified in the justification to the resolution on calling a break, developed in accordance with the grounds put forward by a shareholder requesting a break.

The manner of voting by proxy
A shareholder may participate in the Annual General Meeting and exercise their right to vote in person or by proxy.
Proxy powers to participate in the Annual General Meeting and to exercise the right to vote must be conferred in writing or the electronic form.
Proxy powers conferred in writing or the electronic form should include: precise identification of the shareholder and principal (specification of a given name and surname, the series and number of an identification card or a passport, the PESEL No. – in respect of natural persons; and the firm (name), the registered office and the number of KRS or of another register – in respect of legal persons or other organisational units); the date of granting of the power of attorney and specification of its scope, and of the date of general meeting at which the proxy would be exercised; and specification whether the power of attorney is valid only on the opening date of the Annual General Meeting or until its actual closing.

Proxy powers conferred in writing:
If the shareholder confers the proxy powers in writing, the proxy holder is required to do the following at the preparation of the attendance list of the persons authorised to participate in the Annual General Meeting:
- to submit the original copy of the power of attorney (or a set of the power of attorney documents) or a copy of the power of attorney notarised or officially certified, or its transcript prepared in compliance with applicable law; for the purpose of appending to the minutes,
- to present a document that enables identification of the proxy holder.
The shareholder proxies who are not natural persons should additionally submit copies of documents which demonstrate the authorisation of the persons conferring the power of attorney to act on behalf of a shareholder, while at the same time presenting the original documents. The persons conferring the power of attorney should appear in the current or full excerpt from the relevant shareholder registry, from which the authorisation to act on behalf of the shareholder on the date of granting the power of attorney will follow.
If any of the documents demonstrating the authority to act on behalf of a shareholder is prepared in a language other than Polish, such a document must have appended to it its translation into the Polish language prepared by a certified translator.
Proxy powers conferred in the electronic form:
Proxy powers conferred in the electronic form do not require a secure electronic signature verified with a valid qualified certificate.
The Bank must be notified of the proxy powers conferred in the electronic form through employment of electronic communication means in the form of information sent to e-mail address of wza@pkobp.pl, while making every effort to enable effective verification of the power of attorney validity.
The information on the conferring of the power of attorney should include the content of such granted power of attorney. The power of attorney in the electronic form that incorporates the elements specified above may also be prepared in writing and sent to the indicated e-mail address in the PDF format. Moreover, the notification on conferring the power of attorney should specify the telephone numbers and e-mail addresses of the shareholder and of their proxy, which the Bank can use to contact the shareholder and their proxy.
Together with the notification on the conferring of the power of attorney in the electronic form, the shareholder will send the following in the PDF format:
- the scan of an identification card, a passport or another officially issued document that allows identification of the shareholder as the principal and of the appointed proxy – when the shareholder is a natural person,
- the scan of an excerpt from the relevant register in which the principal is registered – when the shareholder is not a natural person.
The persons conferring the power of attorney on behalf of a shareholder who is not a natural person should appear in the current or full excerpt from the relevant shareholder registry, from which the authorisation to act on behalf of the shareholder on the date of granting the power of attorney would follow.
If any of the sent documents demonstrating the capacity to act on behalf of a shareholder is prepared in a language other than Polish, such a document much be complemented with a scan of its translation into the Polish language prepared by a certified translator.
If the shareholder confers the proxy powers in the electronic form, the proxy holder is required, at the preparation of the attendance list of the persons authorised to participate in the Annual General Meeting, to present a document that enables identification of the proxy holder.
The Bank will take appropriate action for the purpose of identifying a shareholder and a proxy in order to verify the validity of the powers of attorney granted in the electronic form. Such a verification may involve in particular a response question in the electronic or telephone call form addressed to the shareholder or proxy with the aim of confirming the fact of the power of attorney being granted and its scope. In case of any doubt, the Bank may undertake further actions with the aim of verifying the validity of the powers of attorney granted in the electronic form and the identity of the shareholder and proxy. The Bank will deem the failure to provide a response to a question asked in the course of the verification process as a case of failure to verify the power of attorney, which will constitute grounds for the refusal of admission of a proxy to participate in the Annual General Meeting.
In the case of any emerging doubts about the empowerment of a person to act on behalf of a shareholder, the Management Board of the Bank reserves the right to demand the presentation, at the preparation of the attendance list of the persons authorised to participate in the Annual General Meeting, of the original documents which corroborate the empowerment of a given person to act on their behalf.
A Bank Management Board member or an employee of the Bank may be proxies of a shareholder at the Annual General Meeting.
If a proxy at the Annual General Meeting is a Bank Management Board member, a member of the Supervisory Board of the Bank, its receiver or liquidator, employee or a member of any of its governing bodies, or an employee of the Bank’s subsidiary, that person’s power of attorney may confer on them the power to represent limited to only one general meeting. Such a proxy is obliged to disclose to the shareholder any circumstances indicative of the presence of the possibility of occurrence of a conflict of interest. The Bank will be barred from granting any subsequent power of attorney in such a case. Such a proxy shall vote in accordance with the instructions provided by the shareholder.
The forms required while seeking to execute the right to vote via a proxy are available through the Bank’s website of www.pkobp.pl/investors.


Participation in the Annual General Meeting through electronic means of communication
The Bank does not offer the possibility to participate in the Annual General Meeting through electronic means of communication.
The Bank will ensure publicly available real-time broadcast of the Annual General Meeting via Bank’s website – www.pkobp.pl/investors.

Taking floor at the Annual General Meeting through electronic means of communication
The Bank does not offer the possibility to take floor at the Annual General Meeting through electronic means of communication.

Voting by mail or electronic means of communication
The Bank does not offer the possibility to vote using mail or electronic means of communication.


Date of registration of attendance at the Annual General Meeting
The date of registration of attendance at the Annual General Meeting is 6 June 2017 (the “Record Date”).

The right to participate in the Annual General Meeting
Only the persons who are shareholders of the Bank on the Record Date have the right to participate in the Annual General Meeting.
The persons authorised to exercise rights attached to registered shares and temporary certificates as well as the pledgees and usufructors authorised to exercise voting rights may participate in the Annual General Meeting if they are registered in the share register on the Record Date.
At the request of a holder of dematerialized bearer shares of the Bank submitted not earlier than after the publication of the notification on convening the Annual General Meeting and not later than on the first business day following the Record Date, that is not later than on 7 June 2017, the entity keeping the securities account shall issue a registered certificate confirming the right to participate in the general meeting.
The Bank points out that the Annual General Meeting can only be attended by the persons who:
a) were shareholders of the Bank on the Record Date, that is on 6 June 2017;
and
b) not earlier than after the publication of the notification on convening the Annual General Meeting and not later than on the 7 June 2017, requested the entity keeping the securities account to issue a registered certificate confirming the right to participate in the general meeting.
A list of the shareholders authorised to participate in the Annual General Meeting will be made available at the premises of the Management Board of the Bank at ul. Puławska 15, 02-515 Warsaw, between 10:00 and 14:00 hours for three business days preceding the date of the General Meeting, that is 19-21 June 2017.
A shareholder of the Bank may request that a list of the shareholders authorised to participate in the Annual General Meeting be sent to him free of charge by e-mail, stating the e-mail address to which the list should be sent.
In demanding that the list of shareholders be made available at the premises of the Bank or sent by e-mail, the demanding shareholder should identify himself and authenticate his status as a shareholder of the Bank. This can be achieved by presenting the certificate confirming the right to participate in the Annual General Meeting or the deposit certificate.
The persons authorised to participate in the General Meeting are requested to register and collect voting cards/devices immediately before the meeting room, one hour before the commencement of the meeting.

Access to documents
The draft resolutions of the Annual General Meeting with justifications and the opinion of the Supervisory Board of the Bank given according to the Rules and Regulations of the Supervisory Board, as well as the full text of documents to be presented to the Annual General Meeting will be published on a Bank’s web site at such time as will make it possible to read and evaluate these documents.
Nominees for the Bank’s corporate bodies and draft resolutions submitted in compliance with the Commercial Companies Code by the duly authorised shareholder or shareholders prior to the date of the Annual General Meeting will be published by the Bank on its web site promptly upon receiving them.
If no resolutions are proposed to be adopted, comments of the Management Board of the Bank or the Supervisory Board of the Bank concerning the items on the agenda of the Annual General Meeting, or the matters that are to be added to the agenda prior to the date of the Annual General Meeting, will be made available on the Bank’s web site promptly upon their completion.
Information regarding the Annual General Meeting is available on the web site www.pkobp.pl/investors.



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The Management Board of the Bank publishes, in the form of attachments to this report, the contents of draft resolutions with unpublished rationales that will form an agenda of the Annual General Meeting.