Principles for amending the Memorandum of Association of PKO Bank Polski SA
Principles for amending the Memorandum 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 in the Memorandum of Association in 2014
In 2014, the following amendments to the Bank’s Memorandum of Association were made:
- Amendments connected with the merger of PKO Bank Polski SA and Nordea Bank Polska SA (the PFSA’s consent for amendments of 2 October 2014)
Amendments to the Memorandum of Association of PKO Bank Polski SA (as acquirer), in order to widen the scope of operations of PKO Bank Polski SA so as to include the operations performed by Nordea Bank Polska SA, that has not been included in the scope of operations of PKO Bank Polski SA, were made. This amendment was made in order to ensure the merged bank to be able to carry on the full range of operations pursued by Nordea Bank Polska SA until the day of merger. These amendments to the Memorandum of Association occurred upon the merger of both banks. - Amendments to the Memorandum of Association not connected with the merger of PKO Bank Polski SA and Nordea Bank Polska SA, which related to the following areas:
- waiver of the obligation of the Supervisory Board approval of the resolutions of the Management Board with regard to the rules of operational risk management.
This amendment resulted from the level of detail of these documents and the fact that since the first quarter of 2013 the essential elements of the rules of operational risk management are subject to additional approval of the Supervisory Board also as part of the document relating to the banking risk management strategy.
- Bank’s cooperation with other financial institutions within the Group,
The amendment was aimed to establish statutory basis for collaboration between the Bank and Bank Hipoteczny SA, and to sanction the Bank’s collaboration with other financial institutions within the Group.
On 5 November 2014, the Supervisory Board of the Bank (based on authorisations under the resolutions of the General Shareholders’ Meeting) passed a resolution on adopting uniform text of the Bank’s Memorandum of Association as set out in Appendix 1 to the report No. 77/2014.
The uniform text of the Bank’s Memorandum of Association includes subsequent amendments in relation to its wording given by the resolution No. 34/2010 of the Ordinary General Shareholders’ Meeting of the Bank dated 25 June 2010, resulting from: the resolution No. 3/2011 of the Extraordinary General Shareholders’ Meeting of the Bank dated 14 April 2011, the resolution No. 26/2011 of the Ordinary General Shareholders’ Meeting of the Bank dated 30 June 2011 and resolution No. 45/2014, No. 47/2014 and No. 48/2014 of the Ordinary General Shareholders’ Meeting of the Bank dated 26 June 2014.
A detailed list of amendments to the wording given to the Memorandum of Association of the Bank by the resolution No. 34/2010 of the Ordinary General Shareholders’ Meeting of the Bank dated 25 June 2010, entered by above mentioned resolutions of the General Shareholders’ Meetings is attached as Appendix 2 to the above mentioned report.