General Meetings of Shareholders
The Ordinary General Meeting of the Bank
Management Board of the Bank Handlowy convened the Ordinary General Shareholders Meeting for the day of June 18, 2009 at 11.00 am and it to be held at the Bank's seat in Warsaw at Traugutta Street 7/9, L. Kronenberg Hall, 1st floor, with the following agenda:
- Opening of the General Shareholders Meeting;
- Electing the Chairperson of the Meeting;
- Stating that the Ordinary General Shareholders Meeting has been duly convened and is legally capable for undertaking valid resolutions;
- Approving the agenda;
- Electing the Voting Committee;
- Taking resolutions on:
1) Consideration and approval the Management Board's report on Bank Handlowy w Warszawie S.A.'s activity in year 2008 and Bank Handlowy w Warszawie S.A.'s financial statement for the year 2008;
2) Consideration and approval of the Bank Handlowy w Warszawie S.A. Supervisory Board's report on its activity for the period of time from the date of the Bank's Ordinary General Shareholders Meeting in 2008 to the date of the Bank's Ordinary General Shareholders Meeting in 2009 and results of the Board's assessment of following reports: on Bank Handlowy w Warszawie S.A. and its Capital Group activities in year 2008, and the Management Board's motion on distribution of the net profit for year 2008;
3) consideration and approval of the report on the activity of the Capital Group of the Bank Handlowy w Warszawie S.A. in the year 2008 and the consolidated financial statement of the Capital Group of the Bank Handlowy w Warszawie S.A. for the year 2008;
4) granting of approval of the performance by the members of the Bank's Management Board of their duties in 2008;
5) granting of approval of the performance by the members of the Bank's Supervisory Board of their duties in 2008;
6) distribution of the net profit for year 2008;
7) amendments to the Bank's Articles of Association
8) amendments to the Regulation of the General Meeting of Shareholders of the Bank.
9) Appointment of members to the Supervisory Board - Closing of the Ordinary General Shareholders Meeting.
Due to the art. 402 section 2 of the Polish Commercial Companies Code the existing provisions and proposed amendments of the Articles of Association of the Bank are presented:
- In §8 of the Articles of Association:
a)Section 2 shall now read as follows:
"The Supervisory Board shall have the right to convene an ordinary General Meeting of Shareholders if the Management Board fails to convene it within the timeframe set in the Articles of Association or an extraordinary General Meeting of Shareholders if it considers it necessary";
Current wording of Section 2:
"The Supervisory Board is entitled to convene the Ordinary Meeting of Shareholders when it is not convened within the time period provided for in these Articles of Association."
b)Section 3 shall now read as follows:
"The Management Board shall convene an extraordinary General Meeting of Shareholders on its own initiative and at the request of a shareholder or shareholders representing at least one-twentieth part of the share capital. A request for convening an extraordinary General Meeting of Shareholders should be submitted to the Management Board in writing or in an electronic form.";
Current wording of Section 3:
"The Extraordinary General Meeting of Shareholders is convened by the Management Board itself or on demand of the Supervisory Board or on demand of Shareholders representing at least one tenth of the share capital. The demand to convene a General Meeting and to put particular items on its agenda should be justified."
c)Section 4 shall now read as follows:
"If within two weeks from the submission to the Management Board of a request, referred to in Section 3 above, an extraordinary General Meeting of Shareholders is not convened, the registry court, by way of a decision, can authorize a shareholder or shareholders, who have made such request, to convene the extraordinary General Meeting of Shareholders. The shareholder or shareholders authorized by the registry court, in the announcement of the convention of an extraordinary General Meeting of Shareholders, shall refer to the decision of the registry court mentioned in the previous sentence. The chairman of such extraordinary General Meeting of Shareholders shall be appointed by the court."
Current wording of Section 4:
If the Management Board does not fulfil the demand within two weeks after submission of the demand, the Supervisory Board shall be vested into the right of convening the Extraordinary General Meeting of Shareholders. This shall not restrict the rights of Shareholders provided for in Art. 401 of the Commercial Companies Code to obtain a court decision authorizing them to convene the Extraordinary General Meeting of Shareholders.
d)Section 5 shall now read as follows:
"An Extraordinary General Meeting of Shareholders can also be convened by shareholders representing at least one half of the Bank's share capital or at least one half of the total number of votes at the Bank. The chairman of such Meeting of Shareholders shall be appointed by the shareholders.";
Current wording of Section 5:
"If the agenda of the General Meeting is to include certain issues motioned for by the authorized entities or if the General Meeting is convened at the request of the authorized entities, the Meeting may be called off exclusively at the consent of the movers. In all other cases the General Meeting may be cancelled only if unusual circumstances (force majeure) prevent holding the Meeting or if the Meeting is obviously pointless. The Meeting shall be cancelled in the same way it is convened, with the smallest possible negative impact on the Company and the shareholders, and the cancelling shall be made at least three weeks prior to the planned date of the Meeting. The change of the General Meeting date shall be made in the same way as the cancelling of the Meeting even if the planned agenda of the Meeting is to remain unchanged."
e)Section 6 shall be moved to the new Section 9, and Section 6 shall now read as follows:
"The General Meeting of Shareholders shall be convened by way of an announcement placed on the Bank's website and in the manner stipulated for the distribution of current filings by public companies; provided that such announcement should be made at least twenty six days before the date of the General Meeting of Shareholders.";
f)Section 7 shall be added to read as follows:
"Shareholders who have the right to demand that a certain matter be placed on the agenda of a General Meeting of Shareholders, in order to exercise such right, should submit a motion to the Bank Management Board in writing or in an electronic form, along with a justification and a draft resolution related to the proposed item on the agenda, no later than twenty one days before the date of the General Meeting of Shareholders. The Management Board shall place the matter on the agenda of the next General Meeting of Shareholders immediately, but no later than eighteen days before the scheduled date of the General Meeting of Shareholders.";
g)Section 8 shall be added to read as follows:
"General Meeting of Shareholders may be recalled only if there are some extraordinary obstacles preventing it or it has become expressly irrelevant. Cancellation or the change of date of holding a General Meeting of Shareholders shall be effected in the same way as convening, with the provision that twenty six day period is not applicable. Cancellation or the change of date of holding a General Meeting of Shareholders must ensure the minimum adverse effects for the Bank and the shareholders.";
h)Section 9 shall be added with the wording of the previous Section 6:
"The General Meeting of Shareholders can resolve not to consider a matter placed on its agenda and to change the order of matters covered by the agenda. However, in order to remove from the agenda or resolve not to consider a matter placed on the agenda at shareholders' request, the consent of all present shareholders who have made such request shall be required, supported by 75% of votes at the General Meeting of Shareholders. Motions in such matters should be justified in a detailed way.". - In §11 of the Articles of Association:
a)Section 2 shall now read as follows:
"A proxy to participate in the General Meeting of Shareholders and to vote should be given in writing or in an electronic form.";
Current wording of Section 2:
"In order to be valid, the powers of attorney for participation in and voting at the General Meeting of Shareholders shall be made out in writing."
b)Section 3 shall be added to read as follows:
"A shareholder notifies the Bank of granting a proxy in an electronic form, by sending to an e-mail address specified on the Bank's website a completed proxy form made available on the site.";
c)Section 4 shall be added to read as follows:
"A person performing the function of a Bank Management Board member or a Bank employee can act as a proxy at a General Meeting of Shareholders.";
d) Section 5 shall be added to read as follows:
"If the proxy is a Management Board member, a Supervisory Board member, a Bank liquidator, employee or a member of Bank's bodies or an employee of a company controlled by the Bank, the proxy instrument shall entitle such person to representation at only one General Meeting of Shareholders and such person shall be required to vote in conformity with instructions given by the shareholder. In addition, the proxy referred to above should advise the shareholder represented by him of the circumstances indicating the existence or possibility of occurrence of a conflict of interests.". - In Chapter VIII of the Articles of Association (FINANCIAL MANAGEMENT, APPROPRIATION
OF PROFITS), §39 shall be added to read as follows:
"The Bank's financial year shall be a calendar year." - The existing §39 shall not be numbered as §40.
- The existing §40 shall not be numbered as §41.
- The existing §41 shall now be deleted.
- The existing §42 shall be moved to the new §43, and §42 shall now read as
follows:
"Unless relevant provision of law provides otherwise, all announcements shall be placed by the Management Board only on the Bank's website." - Section §43 shall be added with the wording of the existing §42:
"All matters which are not regulated by these Articles of Association shall be governed by the legal provisions."
Draft of the amendments to the Bank's Regulations to the General Shareholders meeting
- In §2 of the Rules:
a)Section 1 shall now read as follows:
"Only persons who are shareholders of the Bank sixteen day before the date of the General Meeting of Shareholders shall have the right to participate in it. The list of persons entitled based on bearer shares shall be made on the basis of bearer share instruments if such instruments or certificates which are their due substitutes are submitted to the Bank no later than on the date of registration for participation in the General Meeting of Shareholders and are not collected before the end of that day, and in the case of dematerialized bearer shares - on the basis of a list prepared based on certificates of the right to participate in the General Meeting of Shareholders or other equivalent documents, issued in conformity with the Act on Trading in Financial Instruments; such list to be made available by the securities depositary to the Bank. The securities depositary shall issue a nominative certificates to the holder's name at the request of a person entitled to that made no earlier than after the announcement of the convention of the General Meeting of Shareholders and no later than on the first business day after the date of the registration for participation in the General Meeting of Shareholders";
b)Section 2 shall now read as follows:
"A shareholder can transfer shares during the period between the date of registration for participation in the General Meeting of Shareholders and the date of the closing of the General Meeting of Shareholders". - In §4 of the Rules:
a)Section 5 shall now read as follows:
"Information concerning a General Meeting of Shareholders, in particular, draft resolutions proposed to be passed along with a justification and a Supervisory Board opinion, and other required documentation shall be placed on the Bank's website in conformity with the Code of Commercial Companies.". - In §5 of the Rules:
a)Sections 3 and 4 shall be deleted.
- In §17 of the Rules:
a)Section 1 shall now read as follows:
"The Management Board shall be required to provide information concerning the Bank to a shareholder at his request if it is reasonably required for the review of a matter placed on the agenda. The Management Board should refuse information if disclosing it could be to the detriment of the Bank, its affiliate or subsidiary, in particular, it should refuse to disclose any technical, commercial or organizational secrets of the enterprise.";
b)Section 2 shall now read as follows:
"A Management Board member can refuse to provide information if giving the information could be a basis for his penal, civil law or administrative liability.";
c)Section 3 shall be added to read as follows:
"A response shall be considered to be given if appropriate information is available on the Bank's website.";
d)Section 4 shall be added to read as follows:
"For important reasons, the Management Board can give a response in writing outside the General Meeting of Shareholders but no later than within two weeks from the date of making the request during the General Meeting of Shareholders.". - In §19 of the Rules:
a)Section 1 shall now read as follows:
"Each shareholder shall have the right to propose draft resolutions during a General Meeting of Shareholders concerning matters placed on its agenda propose changes and additions to draft resolutions, covered by the agenda of a General Meeting of Shareholders - until the closing of a discussion over an item of the agenda covering the draft resolution to which a proposal relates.";
b)Section 2 shall now read as follows:
"A shareholder or shareholders representing at least one-twentieth of the share capital shall be entitle to demand that a certain matter be placed on the agenda of the General Meeting of Shareholders. In order to exercise the right , they should give their motion to the Bank Management Board in writing or in an electronic form; along with a justification and a draft resolution related to the proposed item on the agenda no later than twenty one days before the date of the General Meeting of Shareholders. The Management Board shall place the matter on the agenda of the next General Meeting of Shareholders immediately, but no later than eighteen days before the scheduled date of the General Meeting of Shareholders.";
c)Section 3 shall be added to read as follows:
"A shareholder or shareholders representing at least one-twentieth of the share capital can, before the date of a General Meeting of Shareholders, propose to the Company in writing or in an electronic form draft resolutions related to matters placed on the agenda or matters to be placed on the agenda. The Company shall immediately publish such draft resolutions on its website." - In §28 of the Rules:
a)Section 5 shall be added to read as follows:
"Within one week of the closing of a General Meeting of Shareholders the Bank shall place on its website results of voting, which shall remain available until the final date for challenging resolutions of the General Meeting of Shareholders". - The Supervisory Board shall be authorized to establish the consolidated version of the Rules of the General Meeting of Shareholders, reflecting the amendments made by this Resolution.
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