AGM Information • Mar 13, 2024
AGM Information
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Appendix to the Resolution of the Management Board of Bank Pekao S.A. No. / /2024
The Management Board of Bank Polska Kasa Opieki Spółka Akcyjna with its registered office in Warsaw, at ul. Żubra 1, 01-066 Warszawa, entered in the Register of Entrepreneurs kept by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register under the KRS number 0000014843, entry in the KRS on July 2, 2001 (hereinafter referred to as the "Bank"), acting on the basis of § 8 par. 1 of the Articles of Association of the Bank in relation to Article 395 § 1, Article 4021§ 1 and 2, Article 4022 of the Commercial Companies Code, convenes the Bank's Annual General Meeting for the 2023 fiscal year.
The total number of the Bank's shares as at the announcement date is 262,470,034 and corresponds to 262,470,034 votes.
The Management Board of the Bank convenes the Bank's Annual General Meeting for the 2023 fiscal year on 17 April 2024 at 10.00 a.m. in Warsaw, at ul. Żubra 1 in the Pekao Tower located in the Forest building complex, with the following agenda:
composition of the Supervisory Board has met the requirement of collective suitability).
The date of registration of participation in the Ordinary General Meeting of Shareholders of the Bank falls sixteen days before the date of the Ordinary General Meeting (registration date), i.e. on 1 April, 2024. Only persons who are Shareholders of the Bank on 1 April, 2024, i.e. on the date of registration of their participation in the Ordinary General Meeting of Shareholders have the right to participate in the Ordinary General Meeting.
At the request of a holder of dematerialized bearer shares of the Bank, submitted not earlier than after the announcement of convening the Ordinary General Meeting of Shareholders, no later than on the first business day after the registration date, i.e. no later than 2 April 2024, the entity maintaining the securities account shall issue a personal certificate of the right to participate in the Ordinary General Meeting.
The Management Board determines the list of Shareholders authorized to participate in the General Meeting on the basis of the list prepared by Krajowy Depozyt Papierów Wartościowych S.A. pursuant to the provisions on trading in financial instruments.
A Shareholder or Shareholders representing at least one-twentieth of the entire share capital of the Bank may request that specific matters be included in the agenda for the upcoming Ordinary General Meeting. The request of the Shareholder(s) should be submitted to the Management Board of the Bank not later than twenty-one days before the scheduled date of the Ordinary General Meeting, i.e. not later than 27 March, 2024.
The request must include a statement of reasons or a draft resolution concerning the proposed item of the agenda.
The request may be submitted in writing (i.e. delivered in person against confirmation of submission or sent to the Bank against confirmation of dispatch and acknowledgement of receipt) to the address: Bank Polska Kasa Opieki Spółka Akcyjna, Biuro Obsługi Organów Korporacyjnych, ul. Żubra 1, 01-066 Warszawa or in electronic form (e-mail) by sending an electronic message to the e-mail address: [email protected].
The appropriate date of submission of the above request will be evidenced by the date of its receipt by the Bank, and in the case of using the electronic form, the date of placing the above request in the Bank's electronic mail system (receipt at the Bank's mail server). The above request may be made by means of a properly completed and signed form downloaded from the Bank's website, however, if the electronic form is used, it is required to send the form and any attached documents as attachments in PDF format.
The Shareholder(s) requesting the inclusion of certain matters in the agenda of the Ordinary General Meeting must present, together with the request, documents confirming their identity and the right to request the inclusion of certain matters in the agenda of the Ordinary General Meeting, in particular:
the ID card/passport/other document with a diagonal line and add: "Solely for the purpose of participation in the General Meeting of Bank Polska Kasa Opieki S.A.", but in such a way that the data required for identification are legible, or
3) in the case of a Shareholder other than a natural person – a copy or original of a current excerpt from the relevant register, and if the right to represent the Shareholder does not result from the relevant register – both the document(s) confirming the authorization to represent the Shareholder and a copy or original of a current excerpt from the relevant register, or other document confirming authorization to act on behalf of a legal person.
The obligation to attach the documents referred to above applies to the Shareholders submitting the request both in written and electronic form. Documents should be attached in a form appropriate to the form of the request (paper document or a copy or scan and conversion to PDF format). The Bank may take necessary actions to identify the Shareholder(s) and verify the validity of the documents sent.
The Management Board of the Bank shall immediately, but not later than eighteen days prior to the date of the Ordinary General Meeting, announce changes to the meeting agenda made at the request of Shareholder(s). The announcement of the new agenda will be placed on the Bank's website www.pekao.com.pl and in the manner specified for the provision of current information, in accordance with the regulations on public offerings and conditions for the introduction of financial instruments to the organized trading system and on public companies.
A Shareholder or Shareholders of the Bank representing at least one-twentieth of the share capital may, before the date of the Ordinary General Meeting of Shareholders, notify the Bank in writing (i.e. deliver in person against confirmation of submission or send to the Bank against confirmation of posting) to the address: Bank Polska Kasa Opieki Spółka Akcyjna, Biuro Obsługi Organów Korporacyjnych, ul. Żubra 1, 01-066 Warszawa, or by means of electronic communication, by sending an electronic message to the dedicated e-mail address: [email protected], draft resolutions concerning matters introduced into the agenda of the Ordinary General Meeting or matters to be introduced into the agenda. The Company stipulates that if draft resolutions are submitted later than the date preceding the date of the Ordinary General Meeting of Shareholders by 5.00 p.m., it will be impossible for the Bank to publish them on the website.
The appropriate date of submission of the above request will be evidenced by the date and time of its receipt by the Bank, and in the case of using the electronic form, the date and time of placing the above request in the Bank's electronic mail system (receipt at the Bank's mail server).
Draft resolutions may be submitted by a Shareholder by means of a properly completed and signed form downloaded from the Bank's website www.pekao.com.pl, however, if means of electronic communication are used, it is required to send the form and any attached documents as attachments in PDF format.
Draft resolutions are immediately announced on the Bank's website: www.pekao.com.pl.
The Shareholder(s) submitting draft resolutions should present documents confirming their identity and their right to submit draft resolutions, in particular:
1) a deposit certificate or a certificate on the right to participate in the Ordinary General Meeting of the Bank, issued by the entity maintaining the securities account in accordance with the regulations on trading in financial instruments, confirming that the addressee is a Shareholder of the Bank and holds an appropriate number of shares as of the date of the request, and
The obligation to attach the documents referred to above applies to the Shareholders submitting the request both in written and electronic form. Documents should be attached in a form appropriate to the form of the request (paper document or a copy or scan and conversion to PDF format). The Bank may take necessary actions to identify the Shareholder(s) and verify the validity of the documents sent.
Bearing in mind point 4.8 of the "Best Practice of WSE Listed Companies 2021", the Management Board of the Bank requests that draft resolutions on matters included in the agenda of the Ordinary General Meeting be submitted at least 3 days before the date of the Ordinary General Meeting.
During the General Meeting, each Shareholder may submit draft resolutions concerning matters included in the agenda.
The Shareholder(s) may participate in the Ordinary General Meeting and exercise their right to vote in person or via a proxy.
The proxy shall exercise all rights of the Shareholder at the Ordinary General Meeting, unless otherwise specified in the power of attorney. The proxy may grant a further power of attorney if it results from the content of the power of attorney. The proxy may represent more than one Shareholder and vote differently on the shares of each Shareholder. A Shareholder holding shares registered in more than one securities account may appoint separate proxies to exercise the rights attached to shares registered in each account. A Shareholder holding shares registered
in a collective account may appoint separate proxies to exercise the rights attached to shares registered in that account.
If the proxy of a Shareholder at the Ordinary General Meeting is a member of the Management Board, a member of the Supervisory Board, an employee of the Bank, or a member of a body or employee of the Bank's subsidiary, the power of attorney granted to him/her may authorize him/her to represent the Shareholder at one General Meeting only. The proxy is obliged to disclose to the Shareholder the circumstances indicating the existence or possibility of a conflict of interest. The granting of further power of attorney is excluded in this case. This proxy shall vote in accordance with the instructions given to them by the Shareholder.
The power of attorney to participate in the Ordinary General Meeting and exercise the right to vote must be granted in writing or in electronic form. Granting a power of attorney in electronic form does not require a secure electronic signature verified with a valid qualified certificate. A power of attorney drawn up in a foreign language should be translated into Polish by a sworn translator. A power of attorney not translated into Polish by a sworn translator shall have no legal effect.
A Shareholder may notify the Bank on granting a power of attorney in an electronic form, via e-mail, to a dedicated e-mail address: [email protected].
In the notification on granting the power of attorney in electronic form, the Shareholder shall provide his/her telephone number and e-mail address, as well as the telephone number and email address of the proxy, through which the Bank will be able to communicate with the Shareholder and the proxy. If in doubt, the Bank may take further steps to verify the validity of the power of attorney granted in electronic form and to identify the Shareholder and the proxy. The notification on granting the power of attorney should also include the scope of the power of attorney, i.e. indicate the number of shares from which the voting rights will be exercised and the date of the Ordinary General Meeting at which those rights will be exercised.
The notification should be accompanied by copies of documents confirming the identity of the Shareholder (scan and conversion to PDF format), in particular:
The notification on granting a power of attorney in electronic form must be made at least 24 hours before the date of the Ordinary General Meeting due to the need to carry out verification activities. The Bank will take appropriate actions to identify the Shareholder and the proxy in order to verify the validity of the power of attorney granted in electronic form. This verification may include, in
particular, a return question in electronic form or by telephone addressed to the Shareholder or proxy in order to confirm the fact of granting the power of attorney and its scope.
On its website, the Bank provides a specimen notification form of granting the power of attorney in electronic form, for download, which may be used by the Shareholder to notify the Bank of granting the power of attorney in electronic form. This form, after being completed in accordance with the instructions contained therein, should be sent by the Shareholder to the dedicated e-mail address indicated above.
A proxy who has been granted a power of attorney in electronic form shall be obliged to submit, when preparing the list of attendance at the Ordinary General Meeting, a document confirming the granting of a power of attorney in electronic form and enabling identification of the Shareholder submitting such a statement and a document for identification of the proxy.
A specimen form for exercising voting rights though a proxy, containing the data specified in Article 4023 § 3 of the Commercial Companies Code, entitled – "Form for exercising voting rights through a proxy at the Ordinary General Meeting of Shareholders of Bank Polska Kasa Opieki Spółka Akcyjna with its registered office in Warsaw" was placed on the Bank's website at www.pekao.com.pl. If the proxy votes using the form, he/she must deliver the form to the Chairperson of the Ordinary General Meeting at the latest before the end of voting on the resolution which, according to the Shareholder's instruction, is to be voted using it.
Representatives of legal persons should have at their disposal the original or a copy of a current excerpt from the relevant register, certified by a notary public, and if their right to represent the legal person does not result from the register, they should have a written power of attorney (in the original or a copy certified by a notary public) and an original or a copy of an excerpt from the relevant register or other document confirming authorization to act on behalf of a legal person, certified by a notary public, valid as of the date of granting the power of attorney.
In the case of Shareholders and proxies of Shareholders participating in the General Meeting by means of electronic communication, the scope of the required documents and the date and manner of their delivery are specified in Appendix to this Announcement.
The Bank also allows the possibility of participation, speaking and exercising the right to vote, including the voicing of objections to resolutions in the General Meeting by means of electronic communication for persons participating in the General Meeting while staying in a place other than the venue of the meeting. "Regulations for participation in the General Meeting of the company under the business name of Bank Polska Kasa Opieki Spółka Akcyjna with its registered office in Warsaw by means of electronic communication" adopted by the Supervisory Board and made available on the Company's website under About the Bank/Corporate Governance and Appendix to this Announcement specify the rules and conditions for participation in, speaking and exercising voting rights at the General Meeting by means of electronic communication. This form of participation in the General Meeting will be enabled via a link with a hyperlink that will be sent to the Shareholder by e-mail, after positive verification of the Shareholder's rights, no later than on 16 April, 2024, by 5:00 p.m.
The Bank does not provide for the possibility of exercising the voting right by correspondence.
The method and form of communication during the Ordinary General Meeting by means of electronic communication are specified in the "Regulations for participation in the General Meeting of the company under the business name of Bank Polska Kasa Opieki Spółka Akcyjna with its registered office in Warsaw by means of electronic communication", available on the Bank's website under About the Bank/Corporate Governance and Appendix to this Announcement. These documents define the rules for speaking at the Ordinary General Meeting via a text messenger.
The Regulations of General Meetings of the Bank do not provide for the possibility of exercising the voting right by correspondence.
The rules and conditions for exercise of the voting right, including objections to resolutions at the Ordinary General Meeting by means of electronic communication are specified in the "Regulations for participation in the General Meeting of the company under the business name of Bank Polska Kasa Opieki Spółka Akcyjna with its registered office in Warsaw by means of electronic communication", available on the Bank's website under About the Bank/Corporate Governance and Appendix to this Announcement.
During the General Meeting, the Management Board is required to provide the Shareholder, at their request, with information about the company, if it is justified for the assessment of an issue on the agenda.
The Management Board refuses to provide information if this could harm the company, its affiliate or subsidiary, in particular by disclosing technical, commercial or organizational secrets of the enterprise.
A Member of the Management Board may refuse to provide information if providing information could constitute a basis for the Member's liability under criminal, civil or administrative law.
The answer is deemed to have been given if the relevant information is available on the Bank's website: www.pekao.com.pl, under Communication/Investor Information/General Meeting of Shareholders/Ordinary General Meeting 17/04/2024.
The Management Board may provide information outside the General Meeting for compelling reasons. The Management Board is required to provide information no later than within two weeks from the date of submitting the request at the General Meeting.
Full documentation to be presented to the Ordinary General Meeting, together with draft resolutions and information concerning the Ordinary General Meeting will be placed on the Bank's website at www.pekao.com.pl from the date of convening the Ordinary General Meeting.
A Shareholder entitled to participate in the Ordinary General Meeting may obtain, in paper form, the full text of documentation to be presented to the Ordinary General Meeting and draft resolutions or comments of the Bank Management Board or Supervisory Board at the Bank's
Head Office in Warsaw at ul. Żubra 1, in Pekao Tower located in the Forest building complex, between 10.00 a.m. and 3.00 p.m. on business days.
Taking into account the restrictions provided for in the Commercial Companies Code, the Bank's Shareholders may contact the Bank by means of electronic communication. In particular, the Bank's Shareholders may submit motions, requests, and send notices and documents. The Shareholders' communication with the Bank in electronic form is carried out using a dedicated email address: [email protected].
A Shareholder using means of electronic communication bears the sole risk related to their use.
The Bank shall be responsible for security, confidentiality and processing, in accordance with the applicable regulations, of information contained in documents sent electronically, from the moment the documents are placed in the Bank's e-mail system (receipt at the Bank's mail server).
If the Shareholder sends documents to the Bank by electronic means that have been originally prepared in a language other than Polish, the Shareholder is obliged to attach a translation into Polish prepared by a sworn translator. All documents sent by the Shareholder to the Bank, as well as by the Bank to the Shareholder electronically, should be scanned into PDF format.
The list of Shareholders entitled to participate in the Ordinary General Meeting will be displayed at the Bank at the address: Warsaw ul. Żubra 1, in Pekao Tower located in the Forest building complex, three weekdays before the Ordinary General Meeting, i.e. on April 12, 15 and 16 2024.
A Shareholder of the Company may request that the list of shareholders entitled to participate in the Ordinary General Meeting be sent to him/her by e-mail free of charge, providing the e-mail address to which the list should be sent.
Pursuant to Article 407 § 2 of the Commercial Companies Code, the Bank's shareholder has the right to request a copy of motions on matters on the agenda within a week before the Ordinary General Meeting, i.e. from April 10, 2024.
All information concerning the Ordinary General Meeting and forms are available on the Bank's website www.pekao.com.pl.
Pursuant to Article 402 § 2 of the Commercial Companies Code, in connection with the intended amendments to the Articles of Association of the Bank, the Management Board of the Bank informs about the existing provisions as well as the content of the proposed amendments to the Articles of Association of the Bank.
| Current wording | Proposed wording | Justification of change |
|---|---|---|
| 15) Performance of timely financial operations, |
15) repealed | The activity in question was removed from the catalogue of banking activities (Article 5 par. 2 point 4 of the Banking Law was repealed by the Amending Act). Financial futures operations may be performed by the Bank within the framework of activities carried out under Article 111 of the Trading Act (by the Brokerage Office) or activities carried out under Article 70 par. 2 of that Act (outside the Brokerage Office). The Bank carries out such activities on the basis of both of the aforementioned bases (§ 6 par. 1 point 32 and 35) of the Articles of Association). |
| 20) Acquisition or purchase or shares and rights attached to shares, shares of another legal person or participation units and investment certificates of investment funds, |
20) repealed | The activity in question was removed from the catalogue of quasi-banking activities (Article 6 par. 1 point 1 of the Banking Law was repealed by the Amending Act). The removal of the provision does not preclude the Bank from acquiring these instruments in the course of other activities provided for in the Articles of Association (e.g. § 6 par. 1 point 32 or 35). On the other hand, the acquisition of these instruments without any connection with the Bank's business activities is permitted under the provisions of the Commercial Companies Code, but not being the object of the banking business, it should not be indicated in the line of business included in the Articles of Association (in § 6 par. 1). In order to confirm such authorization, it is proposed to add a new paragraph 4 in § 6. |
| 21) Incurring liabilities related to the issuance of securities, |
21) repealed |
The activity in question was removed from the catalogue of quasi-banking activities (Article 6 par. 1 point 2 of the Banking Law was repealed by the Amending Act). Removal of the provision does not preclude the Bank from incurring liabilities related to the issuance of securities under other provisions: - the Act on Bonds, - chapter 7 of the Banking Law (issuance of bank securities to raise capital). |
| 22) Trading in securities, |
22) repealed | The activity in question was removed from the catalogue of banking activities (Article 6 par. 1 point 3 of the Banking Law was repealed by the Amending Act). The Bank will carry out this activity pursuant to Article 69 par. 2 point 3 of the Trading Act. In the |
Articles of Association, this activity will be
| 28) Storage and registration of financial instruments, |
28) repealed | included in the proposed § 6 par. 1 point 32(b) (as performed as part of brokerage activities) and § 6 par. 1 point 35(c) (as performed as part of the activities indicated in Article 70 par. 2 of the Trading Act). Storage and registration of financial instruments are activities carried out by the Bank as part of its brokerage business (§ 6 par. 1 point 32 of the Articles of Association) or custody business (§ 6 par. 1 point 16 of the Articles of Association), so it is proposed to delete this item as unnecessary. |
|---|---|---|
| 32) Conducting brokerage activities, |
32) Conducting brokerage activities by performing the following activities referred to in Article 69 par. 2 and par. 4 of the Act on Trading in Financial Instruments of July 29, 2005: a) accepting and transmitting orders to purchase or sell financial instruments, executing orders referred to in letter a, on the account of the principal, b) purchasing or disposing financial instruments on the bank's own account, c) investment advisory services, d) offering of financial instruments, e) providing services in the performance of concluded underwriting agreements or concluding and performing other agreements of a similar nature, if their subject is financial instruments, f) storing or keeping a record of financial instruments, including the maintenance of securities accounts, derivative accounts and collective accounts and the maintenance of cash accounts, g) foreign exchange related to brokerage activities, h) preparing investment analyses, financial analyses, and other general recommendations on transactions in relation to financial instruments, i) providing additional services related to the underwriting agreement, |
The proposed amendment brings the Articles of Association in line with the new requirement of the Banking Law, according to which the Bank's Articles of Association must specify in detail the Bank's object of activity and its scope, including an indication of the activities referred to in: - Article 69 par. 2 of the Trading Act, which the Bank performs under the terms of Article 111 of that Act, or - Article 69 par. 4 of the Trading Act (regardless of the rules for their execution). Thus, the proposed amendment is to specify in detail the activities indicated in the two aforementioned provisions that the Bank performs under the terms of Article 111 of the Trading Act, i.e. as part of the activities of the Brokerage House, and for which it was already authorized to perform prior to the amendment of the provisions introduced by the Amending Act. |
| _ | (§ 6 par. 1) | The addition of the new provision is related |
|---|---|---|
| 33a) consumer credit intermediation, | to the Bank's intended expansion of its | |
| consumer credit intermediation business. | ||
| The Bank plans to perform such activities | ||
| as an intermediary of PSP Sp. z o.o., after | ||
| entering into a credit intermediation |
||
| agreement with this entity and meeting the | ||
| conditions under the Consumer Credit Act. | ||
| The Bank's provision of consumer credit | ||
| intermediation services is permitted under | ||
| Article 59da of the above Act. | ||
| 36) Provision of trust services and issuing electronic identification means within the meaning of the provisions on trust services, |
36) Issuing electronic identification means within the meaning of the provisions on trust services, |
Deletion of the provision indicating the provision of trust services by the Bank ensures compliance with the facts and satisfies the requirement of Article 34 par. 4 of the Banking Law introduced by the Amending Act. This provision mandates immediate application for authorization to amend the Articles of Association deleting a non performing activity, if the activity has been discontinued for a period of 12 months. The Bank, despite including the activity in question in its Articles of Association, never began providing trust services. |
|---|---|---|
| _ | (§ 6) 1. The Bank may acquire or purchase shares and rights attached to shares and shares of another legal entity. |
In connection with the proposed deletion of point 20 in § 6 par. 1, for the avoidance of doubt that the Bank is authorized to acquire or take up shares, rights attached to shares and shares of another legal entity, carrying out such activity without connection with its business activities (that is, outside of the services provided to customers), it is proposed to add a new paragraph 3 in § 6. Carrying out such activities, which have their origin in the provisions of the Commercial Companies Code, is an important part of the Bank's Capital Investment Office's activities. |
| _ | 2. The Bank may issue bonds in order to qualify them as instruments in its own funds: 1) additional in Tier 1 in accordance with Article 52 of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of June 26, 2013 on prudential requirements for credit institutions and amending Regulation (EU) No. 648/2012, 2) in Tier II in accordance with Article 63 of the regulation referred to in point 1). |
The proposed provision is related to the introduction of a new Article 27a to the Act on Bonds. This provision conditions the eligibility of bonds issued for the bank's own funds on the entry in the Articles of Association. |
| _ | 3. The Bank may issue bonds entitling the Bank to acquire shares issued by the Bank in exchange for the bonds. |
Pursuant to Article 19 par. 1 of the Act on Bonds, the issuance of convertible bonds is permissible if provided for in the Articles of Association. Although § 13 point 10 of the Articles of Association provides that the issuance of convertible bonds is a competence of the General Meeting, this does not mean that the Bank's Articles of Association provide for such permissibility. The proposed |
| amendment | directly | satisfies | the | |
|---|---|---|---|---|
| requirement of the above provision of the | ||||
| Act on Bonds. |
| Current wording | Proposed wording | Justification of change |
|---|---|---|
| § 6 par. 1 32) Conducting brokerage activities, |
§ 6 par. 1 32) Conducting brokerage activities by performing the following activities referred to in Article 69 par. 2 and par. 4 of the Act on Trading in Financial Instruments of July 29, 2005: a) () j) management of portfolios, which include one or more financial instruments, k) advising companies on capital structure, corporate strategy or other issues related to such structure or strategy, l) consulting and other services in mergers, demergers and acquisitions, |
The proposed amendment takes into account the intended expansion of brokerage activities to be carried out by Bank Pekao's Brokerage House, about which administrative proceedings are currently pending before the PFSA. |
| Current wording | Proposed wording | Justification of change |
|---|---|---|
| § 27 par. 5 5. The redemption of shares requires the approval of the Polish Financial Supervision Authority. |
§ 27 par. 5 5. The Bank's purchase of its own shares for redemption requires the approval of the Polish Financial Supervision Authority. |
The proposed amendment reflects, as expected by the PFSA, the requirement under Articles 77 and 78 of the CRR to obtain supervisory body's approval for the acquisition of the bank's own shares for redemption. |
The draft resolutions are attached to this Notice.
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