AGM Information • Mar 30, 2023
AGM Information
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Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023 in the matter of electing Chairman the General Meeting
Pursuant to art. 409 § 1 of the Code of Commercial Companies and § 5 and 6 of the Bylaws of the General Meeting of the Shareholders of Bank Millennium S.A., the Ordinary General Meeting appoints as Mr. Robert Gawałkiewicz Chairman of the Ordinary General Meeting.
Number of shares, under which valid votes were cast: 941 150 954 shares, which constitute 77,58% of share capital.
Total number of valid votes cast: 941 150 954 including:
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A.
in the matter of approval for financial year 2022: of the financial report of Bank Millennium S.A. and combined Management Board Report on the activity of Bank Millennium S.A. and Bank Millennium S.A. Capital Group and the combined ESG report of Bank Millennium S.A. and Bank Millennium S.A. Capital Group.
Pursuant to art. 393 item 1, art. 395 § 2 item 1 and § 5 of the Code of Commercial Companies and § 8 sect. 1 item 1 of the Articles of Association of Bank Millennium S.A., the Ordinary General Meeting resolves as follows:
§ 1
The Ordinary General Meeting hereby approves:
1/ audited financial report of Bank Millennium S.A. for financial year 2022 containing:
The Resolution shall come into force as of the day of its adoption.
Number of shares, under which valid votes were cast: 941 150 957 shares, which constitute 77,58% of share capital.
Total number of valid votes cast: 941 150 957 including:
- For: 940 921 125,
- Against: 0,
- Abstained: 229 832.
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023 in the matter of approving the financial report of the Bank Millennium S.A. Capital Group for financial year 2022.
Pursuant to art. 395 § 5 Code of Commercial Companies, the Ordinary General Meeting resolves as follows:
§ 1
The Ordinary General Meeting of Shareholders hereby approves the audited consolidated financial report of the Bank Millennium S.A. Capital Group for financial year 2022 containing:
f/ accounting policies and notes for the consolidated financial report.
§ 2
The Resolution shall come into force as of the day of its adoption.
Number of shares, under which valid votes were cast: 941 150 957 shares, which constitute 77,58% of share capital.
Total number of valid votes cast: 941 150 957 including:
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium SA
of 30 March 2023
in the matter of approving the annual report of the Supervisory Board for the financial year 2022 and performing the assessment of the remuneration policy at Bank Millennium S.A.
Pursuant to art. 382 § 3 of the Code of Commercial Companies and § 9 and § 17 sect. 3 of the Bank's Millennium S.A. ("Bank") Articles of Association, as well as in connection with the requirements resulting from "Principles of the Corporate Governance for Supervised Institutions", adopted by the Polish Financial Supervision Authority on 22.07.2014 ("Principles") and Best Practice of Companies Listed on the WSE 2021, the Ordinary General Meeting of Shareholders resolves as follows:
§ 1
The Ordinary General Meeting:
(rule 2.11.4. of Best Practice) and (iii) "Recommendations Z" from the Polish Financial Supervision Authority,
§ 2
The Resolution shall come into force as of the day of its adoption.
Number of shares, under which valid votes were cast: 941 150 957 shares, which constitute 77,58% of share capital.
Total number of valid votes cast: 941 150 957 including:
of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023 on the coverage of the loss for financial year 2022
Pursuant to art. 395 § 2 item 2 of the Code of Commercial Companies and § 8 sect. 1 item 2, § 36, § 39 and § 40 of the Bank's Articles of Association, the Ordinary General Meeting resolves as follows:
Number of shares, under which valid votes were cast: 941 150 957 shares, which constitute 77,58% of share capital.
Total number of valid votes cast: 941 150 957 including:
- For: 941 149 457,
- Against: 1500,
- Abstained: 0.
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A.
of 30 March 2023.
in the matter of granting discharge to Mr Joao Nuno Lima Bras Jorge - Chairman of the Management Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Joao Nuno Lima Bras Jorge - Chairman of the Management Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.
Number of shares, under which valid votes were cast: 940 619 591 shares, which constitute 77,53% of share capital.
Total number of valid votes cast: 940 619 591 including:
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A.
of 30 March 2023
in the matter of granting discharge to Mr Fernando Maria Cardoso Rodrigues Bicho - Deputy Chairman of the Management Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Fernando Maria Cardoso Rodrigues Bicho – Deputy Chairman of the Management Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.
Number of shares, under which valid votes were cast: 940 823 598 shares, which constitute 77,55% of share capital. Total number of valid votes cast: 940 823 598 including: - For: 926 146 998,
- Against: 14 313 048,
- Abstained: 363 552.
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A.
of 30 March 2023
in the matter of granting discharge to Mr Wojciech Haase - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Wojciech Haase - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.
Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital.
Total number of valid votes cast: 940 999 850 including:
- For: 926 323 250,
- Against: 14 313 048,
- Abstained: 363 552.
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A.
in the matter of granting discharge to Mr Andrzej Gliński - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Andrzej Gliński - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.
Number of shares, under which valid votes were cast: 940 886 237 shares, which constitute 77,55% of share capital.
Total number of valid votes cast: 940 886 237 including:
- For: 926 209 637,
- Against: 14 313 048,
- Abstained: 363 552.
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A.
in the matter of granting discharge to Mr Wojciech Rybak - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Wojciech Rybak - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.
Number of shares, under which valid votes were cast: 940 856 237 shares, which constitute 77,55% of share capital.
Total number of valid votes cast: 940 856 237 including:
- For: 926 179 637,
- Against: 14 313 048,
- Abstained: 363 552.
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A.
of 30 March 2023
in the matter of granting discharge to Mr Antonio Ferreira Pinto Junior - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Antonio Ferreira Pinto Junior - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.
Number of shares, under which valid votes were cast: 940 856 237 shares, which constitute 77,55% of share capital.
Total number of valid votes cast: 940 856 237 including:
- For: 926 179 637,
- Against: 14 313 048,
- Abstained: 363 552.
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023
in the matter of granting discharge to Mr Jarosław Hermann - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Jarosław Hermann - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.
Number of shares, under which valid votes were cast: 940 938 996 shares, which constitute 77,56% of share capital. Total number of valid votes cast: 940 938 996 including: - For: 926 262 396, - Against: 14 313 048,
- Abstained: 363 552.
Translation from Polish language
RESOLUTION NO. 13 of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023
in the matter of granting discharge to Mr Bogusław Kott - Chairman of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Bogusław Kott – Chairman of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.
Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital.
Total number of valid votes cast: 940 999 850 including:
- For: 926 323 250,
- Against: 14 313 048, - Abstained: 363 552.
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023
in the matter of granting discharge to Mr Nuno Manuel da Silva Amado - Deputy Chairman of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Nuno Manuel da Silva Amado - Deputy Chairman of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 1.01.2022 till 31.12.2022.
Number of shares, under which valid votes were cast: 937 238 580 shares, which constitute 77,25% of share capital.
Total number of valid votes cast: 937 238 580 including:
- For: 922 562 409,
- Against: 14 312 619,
- Abstained: 363 552.
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A.
of 30 March 2023
in the matter of granting discharge to Mr Dariusz Rosati - Deputy Chairman and Secretary to the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Dariusz Rosati - Deputy Chairman and Secretary to the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.
Total number of valid votes cast: 940 999 850 including:
- For: 926 323 250,
- Against: 14 313 048,
- Abstained: 363 552.
of the Ordinary General Meeting of Bank Millennium S.A.
of 30 March 2023
in the matter of granting discharge to Mr Miguel de Campos Pereira de Bragança - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Miguel de Campos Pereira de Bragança – Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 1.01.2022 till 31.12.2022.
Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital. Total number of valid votes cast: 940 999 850 including:
- For: 926 323 250,
- Against: 14 313 048,
- Abstained: 363 552.
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A.
of 30 March 2023
in the matter of granting discharge to Ms Anna Jakubowski - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of her duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Ms Anna Jakubowski – Member the Supervisory Board of Bank Millennium S.A., in regard of the performance of her duties for the period from 1.01.2022 till 31.12.2022.
Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital.
Total number of valid votes cast: 940 999 850 including:
- For: 926 323 250,
- Against: 14 313 048,
- Abstained: 363 552.
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A.
of 30 March 2023.
in the matter of granting discharge to Mr Grzegorz Jędrys - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr Grzegorz Jędrys – Member the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.
Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital.
Total number of valid votes cast: 940 999 850 including:
- For: 858 905 708,
- Against: 14 313 048,
- Abstained: 67 781 094.
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A.
of 30 March 2023
in the matter of granting discharge to Mr Alojzy Nowak - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association of Bank, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr Alojzy Nowak – Member the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 to 31.12.2022.
Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital. Total number of valid votes cast: 940 999 850 including:
- For: 926 323 250,
- Against: 14 313 048,
- Abstained: 363 552.
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A.
of 30 March 2023
in the matter of granting discharge to Mr José Miguel Bensliman Schorcht da Silva Pessanha - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr José Miguel Bensliman Schorcht da Silva Pessanha – Member the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 1.01.2022 till 31.12.2022.
Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital.
Total number of valid votes cast: 940 999 850 including:
- For: 926 323 250,
- Against: 14 313 048,
- Abstained: 363 552.
of the Ordinary General Meeting of Bank Millennium S.A.
in the matter of granting discharge to Mr Miguel Maya Dias Pinheiro - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr Miguel Maya Dias Pinheiro - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.
Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital.
Total number of valid votes cast: 940 999 850 including:
- For: 926 323 250,
- Against: 14 313 048,
- Abstained: 363 552.
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A.
of 30 March 2023
in the matter of granting discharge to Mr Lingjiang Xu - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Lingjiang Xu – Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.
Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital.
Total number of valid votes cast: 940 999 850 including:
- For: 926 323 250,
- Against: 14 313 048,
- Abstained: 363 552.
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023
in the matter of granting discharge to Ms Olga Grygier-Siddons - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Ms Olga Grygier-Siddons – Member the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.
Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital. Total number of valid votes cast: 940 999 850 including:
- For: 926 323 250,
- Against: 14 313 048,
- Abstained: 363 552.
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023
in the matter of granting discharge to Ms Beata Stelmach - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of her duties in financial year 2022
Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Ms Beata Stelmach – Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of her duties for the period from 1.01.2022 till 31.12.2022.
Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital. Total number of valid votes cast: 940 999 850 including: - For: 926 323 250, - Against: 14 313 048, - Abstained: 363 552.
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023
in the matter of passing a resolution pronouncing an opinion on the Supervisory Board report on the remuneration of Members of the Bank's Management Board and Supervisory Board
Pursuant to art. 395 § 2¹ of the Code of Commercial Companies, in view of the assessment of the Supervisory Board report on the remuneration of Members of the Management Board and the Supervisory Board, performed by the auditor within the scope required by law, the Ordinary General Meeting resolves as follows:
§ 1
The General Meeting pronounces a positive opinion on the report of the Supervisory Board on the remuneration of Members of the Management Board and Supervisory Board.
§ 2
The Resolution shall come into force as of the day of its adoption.
Number of shares, under which valid votes were cast: 941 150 957 shares, which constitute 77,58% of share capital.
Total number of valid votes cast: 941 150 957 including:
- For: 830 790 823,
- Against: 110 360 134,
- Abstained: 0.
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023
on approval of the Policy on the Selection and Assessment of the Suitability of Members of the Supervisory Board of Bank Millennium S.A.
Acting pursuant to art. 22aa of the Act of 29 August 1997 the Banking Law, the Ordinary General Meeting resolves as follows:
§ 1
The Policy on the Selection and Assessment of the Suitability of Members of the Supervisory Board of Bank Millennium S.A. is approved in the wording set out in the attachment to this resolution.
§ 2
The "Policy for Selection and Assessment of Suitability of the Supervisory Board Members of Bank Millennium S.A." approved on the virtue of the Resolution No. 28 of 30 March 2022 of the Ordinary General Meeting of Bank Millennium S.A. and constituting attachment to it, is hereby repealed.
§ 3
The Resolution shall come into force on the day of its adoption.
Number of shares, under which valid votes were cast: 941 150 957 shares, which constitute 77,58% of share capital. Total number of valid votes cast: 941 150 957 including: - For: 941 150 957,
Translation from Polish language
of the Ordinary General Meeting of Bank Millennium S.A.
of 30 March 2023
in the matter of amendments to the Bank's Articles of Association
Pursuant to art. 430 § 1 of the Code of Commercial Companies and § 8 section 2 item 1 of the Articles of Association of Bank Millennium S.A. ("Bank"), the General Shareholders' Meeting resolves as follows:
§ 1
The Bank's Statute is amended as follows:
1/ in § 15, the following paragraphs 4 and 5 shall be added:
"4. During the meeting, the Supervisory Board may also adopt resolutions on matters not included in the proposed agenda, if none of the members of the Supervisory Board participating in the meeting objects to it.
2/ Paragraph 16 is amended to read as follows:
"The Supervisory Board shall meet on the as-needed basis, convened at the invitation of the Chairman of the Supervisory Board, or at the request of a member of the Supervisory Board or the Management Board of the Bank, submitted to the Chairman of the Supervisory Board and specifying the proposed agenda. However, those meetings shall be held at least once in each quarter of the financial year. The Chairman of the Supervisory Board chairs its meetings and organizes its work. In the absence of the Chairman, the activities indicated in this paragraph shall be performed by the Deputy Chairman of the Supervisory Board or the Secretary of the Supervisory Board."
a) sec. 2 item 8 is replaced by the following:
"8/ appointing an advisor to the supervisory board within the meaning of the Code of Commercial Companies, as well as requesting the Management Board to appoint a selected third party to carry out specific analyses or to get opinion on specific matters, if this is essential for exercising proper and effective supervision."
b) sec. 3 is replaced by the following:
"3. The Supervisory Board shall consider all motions and matters requiring resolutions of the General Shareholders' Meeting. In particular, the Supervisory Board shall evaluate statements referred to in art. 395 § 2 item 1 of the Code of Commercial Companies with respect to their consistency with ledgers, documents and with the actual status, as well as motions of the Management Board regarding the distribution of profits or coverage of losses, and it shall submit an annual written statement of the Supervisory Board to the General Shareholders' Meeting, referred to in art. 382 § 3 item 3 of the Code of Commercial Companies."
4/ in § 18 sec. 1 is replaced by the following:
"1. The Supervisory Board may set up permanent or ad hoc committees composed of members of the Supervisory Board for the performance of specific supervisory activities. Setting up of specialized or monitoring committees, in particular regarding corporate governance and sustainable development, may also be recommended by the Supervisory Board to the Management Board. The Supervisory Board may also delegate its members to independently perform specific supervisory activities."
5/ in § 33 sec. 1 shall read:
"1. Shares may be redeemed by way of reducing the share capital. Redemption of shares requires the consent of the Polish Financial Supervision Authority."
6/ in § 36, the following section 5 shall be added:
"5. The acquisition of own shares requires the consent of the Polish Financial Supervision Authority."
§ 2
The Bank's Supervisory Board, pursuant to § 17 clause 2 item 5 of the Bank's Articles of Association, shall establish a consolidated text of the Articles of Association, taking into account the amendments made pursuant to § 1 of this resolution.
§ 3
The Resolution shall come into force on the day of its adoption. The resolution is adopted subject to the condition that the Polish Financial Supervision Authority issues permission to amend the statute in accordance with the resolution.
Number of shares, under which valid votes were cast: 941 150 957 shares, which constitute 77,58% of share capital.
Total number of valid votes cast: 941 150 957 including:
- For: 941 150 957,
- Against: 0,
- Abstained: 0.
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