Principles for amending the Articles of Association of PKO Bank Polski SA
Principles for amending the Articles of Association of PKO Bank Polski SA comply with the provisions of the Commercial Companies Code and the Banking Act.
Resolutions of the General Shareholders’ Meeting relating to share preference and to issues of the Bank’s merger by transferring all of its assets to another company, its liquidation, reduction of share capital by redemption a part of the 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 - all require a 90% majority of the cast votes.
Changes to the Articles of Association in 2015
The Ordinary General Meeting held on 25 June 2015 passed resolutions on amendments to the Articles of Association of the Bank.
- Adopted changes resulting from the implementation of the "Principles of corporate governance for supervised institutions" annexed to the resolution No. 218/2014 PFSA dated 22 July 2014 (§ 1, § 15 and § 26 of the Articles of Association), i.e.:
- change of § 1 of the Articles of Association intended to emphasize that beyond the mandatory provisions of law The Bank uses also various types of sets of the so-called good practices (i.e. in scope of corporate governance), which it decided to follow. In particular the principle of "Best Practices of WSE Listed Companies" and "Principles of Corporate Governance for supervised institutions".
- changes in § 15 and § 26 of the Articles of Association in order to properly implement the rules under § 27, § 28 p.3, § 47 p.2 and § 49, "Principles of Corporate Governance for supervised institutions."
- Other amendments to the Articles of Association are aimed at:
- adaptation of the Articles’ of Association provisions in scope of the Bank’s business activities to the existing regulations, as well as to the obtained authorization of the PFSA to change the Articles of Association in this respect (change § 4 p.1 pt. 9, 12 and 13 and deletion of § 4 p. 2 pt. 5),~- elimination of existing duties of the Supervisory Board, which are not required by applicable regulations (deletion of § 15 p. 1 pt. 12 l. e),
- to enable the Supervisory Board making resolutions by circulation or using means of direct remote communication, also in the cases referred to in w § 15 p. 1 pt. 12 (change § 17 p. 4),
- clarify the provisions of the Articles of Association with regard to functioning committees of the Supervisory Board (change § 17a),
- extension of the representation of the Bank (change § 21),
- clarify the provisions of the Articles of Association with regard to issuance of decisions and internal regulations of the Bank (change § 25).
Resolution of the Ordinary General Meeting on amendments to the Articles of Association of the Bank, which draft was submitted on 24 June 2015 by The State Treasury (the original content of the draft was presented in the current report no. 37/2015) was put to the vote and did not receive the required majority of 3/4 votes required in accordance with the Code of commercial companies.
- On 3 September 2015 Bank was notified about the registration of changes in the Statue by the District Court for the Capital City Warsaw, XIII Commercial Division of the National Court Register, made by Resolution No. 53 of the Ordinary General Meeting of PKO Bank Polski SA dated 25 June 2015 (described above)
- On 23 September 2015, the Supervisory Board has established a uniform text of the Articles of Association of the Bank, which includes changes made on the basis of the above mentioned resolution of the Annual General Meeting.