1 The General Meeting introduces following amendments to the Bank s Articles of Association:

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1 Resolution No. 1/2007 The shareholder Mr. Andrzej Leganowicz is hereby elected Chairman of the General Meeting and the shareholder Włodzimierz Jędrych is hereby elected Deputy Chairman of the General Meeting. Resolution No. 2/2007 The agenda of the Extraordinary General Shareholders Meeting proposed by the Bank s Management Board in the notice of convening the meeting is hereby adopted. Resolution No. 3/ The General Meeting introduces following amendments to the Bank s Articles of Association: 1) 6 sec. 1 point 5 is given the following wording: 5) issuing banking securities, particularly structured securities. 2) 6 sec. 2 point 1 is given the following wording: 1) issuing debt securities including convertible bonds and eurobonds 3) in 6 sec. 2 point 8 words: underwriting and franchise are deleted 4) in 6 sec. 2 point 21 is deleted 5) in 37: a) sec. 2 is added the following contents: 2. In the Bank can be created also organizational units (Institutes) grouping organizational units which are specified in sec. 1 or their parts. b) hitherto sec. 2 and 3 are marked as sec. 3 and 4 respectivelz. 2 The General Meeting adopts a uniform text of Articles of Association in the wording constituting the attachment to this resolution. Proxy of one of the shareholders raised objections to all resolutions above to be included in the minutes of the Bank BPH Extraordinary General Shareholders Meeting.

2 Attachment No 1 ARTICLES OF ASSOCIATION of BANK BPH SPÓŁ KA AKCYJNA (Uniform text approved under Resolution No. 3/2007 of the General Meeting of Shareholders dated 19 March 2007) GENERAL PROVISIONS The business name of the Bank shall be Bank BPH Spółka Akcyjna. 1 2 The State Treasury is the founder body of the Bank. 3 The registered office of the Bank is situated in Kraków. The Bank operates in the territory of the Republic of Poland and abroad. 4 5 The Bank may establish branches and other organizational units in Poland and abroad. SCOPE OF THE BANK S OPERATIONS 6 1. The Bank's business shall include performance of the following banking operations: 1) accepting on sight or term cash deposits and keeping deposit accounts; 2) keeping other bank accounts; 3) lending; 4) granting and confirming bank guarantees and issuing letters of credit; 5) issuing banking securities, particularly structured securities; 6) cash settlements; 7) issuing electronic money instruments; 8) operating a house loans and savings office; 9) lending cash; 10) transactions involving checks, bills of exchange and warrants; 2

3 11) issuing payment cards and conducting cards operations; 12) forward transactions; 13) debt trading; 14) custodian services and safe boxes; 15) FX trading; 16) provision and confirmation of surety; 17) services for third parties related with issuance of securities, and particularly services related with repurchase of securities or security their repurchase; 18) agency services for foreign money transfers and FX settlements. 2. The Bank's business shall also include performance of the following operations: 1) issuing debt securities including convertible bonds and eurobonds; 2) securities trading operations on the Bank s own account and for customers, including offering securities accounts, registers and settlements; 3) debt to equity swaps; 4) real estate trading; 5) transactional services and consulting/advisory services in financial matters; 6) security convoy services; 7) custodian services; 8) rendering leasing, factoring, forfeiting services; 9) agent services: a) insurance; b) cash settlement on behalf of banks and financial institutions, and brokerage houses, leasing companies, investment fund management companies, investment funds, 10) brokerage for open pension funds; 11) depository services for pension and investment funds; 12) accounting services for third parties including keeping registers of investment fund members and registers of pension fund members; 13) fund administration for third parties; 14) services involved in trading and safeguarding financial instruments and securities issued abroad; 15) services involved in trading and handling non-securities-type financial instruments; 16) collection activities based on documented cash payables; 17) entering into and performing contracts with entrepreneurs, domestic or international, on brokerage of bank deposits; 18) performing activities of a representative bank, as stated by the Bond Act; 19) performing activities of other banks on their behalf including debt collection; 20) domestic and international investment banking; 21) deleted 22) services to the customers including software development and maintenance, IT infrastructure and data processing, as part of banking services. 3. The Bank may also take or acquire shares and rights under shares and participating interests and purchase units of investment funds. 7 3

4 If a specific regulation imposes an obligation of obtaining necessary licenses, the activities referred to in Art. 6 above, may only be conducted when such licenses have been obtained. CAPITAL OF COMPANY 8 The Bank s initial capital amounts to PLN (one hundred forty three million, five hundred and eighty one thousand, one hundred and fifty) and is divided into: a) 10,360,000 (ten million, three hundred and sixty thousand) series A bearer shares with a nominal value of PLN 5.0 (five) each; and b) 1,396,169 (one million, three hundred and eighty nine thousand, one hundred and sixty nine) series B bearer shares with a nominal value of PLN 5.0 (five) each; and c) 2,291,304 (two million, two hundred and ninety-one thousand, three hundred and four) series C bearer shares with a nominal value of PLN 5.0 (five) each; and d) 14,668,757 (fourteen million, six hundred and sixty eight thousand, seven hundred and fifty seven) series D bearer shares with a nominal value of PLN 5.0 (five) each. The shares may be redeemed The shares are redeemed from the net profit or a separate capital that the Bank may establish for this purpose from the annual profit allocations. Redemption of shares from the net profit may take place only after dividends in respect of the previous financial year have been determined. 11 Each redeemed share pays out an amount calculated by dividing the net book value of the initial capital determined on the basis of the Bank's last balance sheet by the number of the Bank's shares. 12 Detailed terms and conditions of share redemption shall be stipulated under a resolution passed by the General Meeting of Shareholders. The redemption requires a consent of the shareholder whose shares are to be redeemed. 13 The redemption of shares may also result from lowering the initial capital. 4

5 BANK S GOVERNING BODIES 14 Bank s governing bodies are: 1) The General Meeting of Shareholders, 2) The Supervisory Board, 3) The Management Board. THE GENERAL MEETING OF SHAREHOLDERS General Meeting of Shareholders may be ordinary and extraordinary. 2. An ordinary General Meeting of Shareholders shall be held annually in June, at the latest. 3. The General Meeting of Shareholders is held at the Company s registered office or in Warsaw All issues to be transacted at a General Meeting of Shareholders shall be first submitted to the Supervisory Board, who shall pass their opinion prior to the General Meeting of Shareholders. Issues to be brought up at the General Meeting of Shareholders by the shareholders shall be additionally submitted to the Management Board of the Bank, who shall express their opinion. 2. Regulations provided for under Art above do not apply to issues raised at General Meeting of Shareholders of Shareholders under Art. 404 of the Commercial Companies Code Resolutions of the General Meeting of Shareholders shall be passed by a simple majority of votes, unless regulations of the Commercial Companies Code provide otherwise In the event stipulated under Art. 397 of the Commercial Companies Code, the resolution to dissolve the Company shall be passed by a majority of 3/4 valid votes cast Removal a matter from the agenda or non-deciding about the matter placed in the agenda upon a motion of the shareholders require adoption of the resolution by the General Shareholders meeting after prior consent issued by all shareholders present at the general shareholders meeting who submitted with such motion with the majority of ¾ of the votes. Each share shall carry one vote The General Meeting of Shareholders shall be opened by the Chairman or a Deputy Chairman of the Supervisory Board who shall carry the election of the Chairman of 5

6 the General Meeting. If neither the Chairman nor a Deputy Chairman may open the General Meeting, it shall be opened by the President of the Management Board or a person appointed by the Management Board. 20 The General Meeting of Shareholders shall pass resolutions regarding: 1) issues of convertible bonds or first option bonds; 2) rules of compensation for the Supervisory Board members; 3) establishing and dissolving special funds, except mandatory funds; 4) other issues provided for by legal regulations, the Articles of Association or brought up by the Supervisory Board, the Management Board or by the shareholders. THE SUPERVISORY BOARD The Supervisory Board consists of five to fourteen members appointed by the General Meeting of Shareholders for the joint term of office lasting for three years. 2. At least half of the members of the Supervisory Board, including its Chairman, should have Polish citizenship. 3. Independent members should constitute at least 30 percent of the Supervisory Board. The independent members shall be free of any associations with the Bank or its shareholders or employees, such that would affect the independent members ability to take unbiased decisions. The independent members shall in particular refrain from: 1) any managerial roles in the HVB Group; 2) associations with the Bank s supervisory or management bodies; 3) receiving any remuneration or bonus payments or options from the Bank or other members of the HVB Group or other shareholders of the Bank, except for the compensation for their membership of the Supervisory Board; 4) acting on behalf of any group of shareholders, but always act for all shareholders. 4. The Management Board shall promptly call a General Meeting of Shareholders to elect new members of the Supervisory Board if their number falls below five Members of the Supervisory Board shall only perform their duties in person. 2. Members of the Supervisory Board may be re-elected. 3. The mandate of the Supervisory Board members shall expire as a result of death, resignation or dismissal. 4. Members of the Supervisory Board may be dismissed at any time. 23 The Supervisory Board shall elect the Chairman, the First and Second Deputy Chairman from among its members. The election shall be by an absolute majority of votes cast by the Supervisory Board members present at the meeting in a secret ballot, unless all present at the meeting decide that voting shall be open. 6

7 24 1. The Supervisory Board shall draft its Rules of organization and operation, and guide itself by these Rules that should determine its internal organization and modes of operation. 2. The Supervisory Board shall meet at least four times in a year. 25 For the Supervisory Board Meeting s resolutions to be effective, all members of the Supervisory Board have to be invited to the session and at least half of them, including the Chairmen or one of the Deputies have to be present Resolutions of the Supervisory Board shall be taken by an absolute majority of votes cast by all the members present at the meeting. If the number of votes cast for a resolution equals the total number of votes cast against the resolution and the abstentions, the person chairing the meeting shall have a casting vote. 2. In justified circumstances, the Supervisory Board resolutions may be adopted by circulation (in writing) or using means of direct remote communication. The adopting of resolutions by circulation (in writing) or using means of direct remote communication shall be governed by the Rules of the Supervisory Board. 3. Supervisory Board members may participate in adopting resolutions casting their votes in writing by proxy of another member of the Supervisory Board. Votes on items placed on the agenda at the meeting of the Supervisory Board may not be cast in writing. A resolution passed in this manner shall only be valid if all the Supervisory Board members have been notified of the contents of the draft resolution. 4. The majority of the independent members of the Supervisory Board should be secured to pass resolutions on: 1) any benefits to be provided by the Bank or associated entities to the Management Board members; 2) authorization of any contract to be concluded by the Bank or by its subsidiary with another entity associated with the Bank; directly with a Supervisory Board member or with a Management Board member; or with entities associated with the members of these governing bodies; 3) selection of a chartered accountant for auditing the Bank s financial statements The Supervisory Board shall exercise an ongoing supervision over the Bank's operations. 2. The Supervisory Board shall exercise an ongoing supervision over the Bank's operations: 1) appoint and revoke the appointment of all members of the Management Board, 2) conclude and amend employment contracts for members of the Management Board, 3) adopt rules for the Supervisory Board, appoint committees and adopt their rules, 7

8 4) pass resolutions adopting rules of the Management Board providing, at the proposal of the President of the Management Board, for an allocation of general responsibilities of all Management Board members, 5) represent the Bank in legal matters between members of the Management Board and the Bank, 6) request the appropriate organizational unit within the Bank to perform reviews or audits of a specific area of the Bank's activities; the Supervisory Board shall immediately notify the Bank's Management Board of such a request, 7) determine a lending policy and rules with regards to lending authorities and the related procedures of the Bank s decision-taking bodies, 8) selection of a chartered accountant for auditing the Bank s financial statements. 3. The Supervisory Board s approval shall be sought for the following resolutions adopted by the Management Board on: 1) the Bank's directions of development, strategic plans and annual financial plans; 2) the acquisition and disposal of the Bank s equity holdings in companies and entities with a legal status other than company, if the equivalent value of the individual equity holding in a company or such other entity that is to be purchased or disposed of exceeds one tenth of the initial capital; 3) winding down of subsidiaries; 4) the acquisition, disposal or encumbrance of real estate if the equivalent value of the individual property that is to be acquired or disposed of, or its total encumbrances, exceeds the equivalent one tenth of the initial capital. No approval is required for the acquisition and the subsequent disposal of real estate with the objective of collection of claims of the Bank; 5) commencement and discontinuation of activity in strategic business areas; 6) annual Bank s financing plans on contracted loans and issue of own bonds; 7) own capital expenditures if the anticipated expense to be incurred in a particular case exceeds one tenth of the initial capital; 8) 8) making obligations and disposing of the assets which total value towards one entity exceed 5% of the own funds with reservation of the provisions of the points 2, 4 and Members of the Supervisory Board shall have a right to participate in meetings of the Bank's Management Board upon permission of the Supervisory Board or upon an invitation of the Management Board. 28 The Supervisory Board shall adopt by resolution principles and manner of writing off to impairment charges of Bank's accounts receivable and granting allowances for their repayment. 29 The Supervisory Board may pass recommendations for the Management Board concerning any issues within the scope of the Supervisory Board s responsibilities. 8

9 THE MANAGEMENT BOARD OF THE BANK The Bank Management Board consists of three to eight members appointed for the joint three-year tenure of office, including President, Vice-Presidents and Members of the Management Board. 2. At least half of the Board members, including President of the Management Board, should have Polish citizenship. 31 The Supervisory Board shall appoint and remove the President of the Management Board. Upon the President s motion or having been advised by him, the Supervisory Board shall appoint and remove all the other members of the Management Board The President shall represent the Bank and directs the Management Board work, and in particular: 1) confirms the Management Board working plan, convenes the Management Board meetings, settles its agenda and directs thereof. 2) appoints ad hoc and particular tasks for the Management Board members and evaluates work of the Management Board members 3) appoints from the Management Board members a person substituting President whilst his absence as well as settles the principles and manners of substitution of the absent members 4) issues regulations of internal Bank activity. 2. The Management Board President is a person appointed to perform actions within the scope of labor law in the sense of Art of the Labour Code, with reservation of Art. 36 section 5 point 1, 2, Member of the Management Board whose appointment has been approved by the Banking Supervision Commission secures full implementation of the aims resultant from the strategic plans, annual financial plans and arrangements made by the Bank s governing bodies within the scope of corporate banking and realestate finance The Management Board shall act in accordance with the Rules passed by the Supervisory Board. The Rules provides for the Management Board President particular obligations as well as the particular manner of adoption by the Management Board resolutions by circular. 2. The Management Board takes decisions in a form of resolutions. The Management Board may issue opinions and recommendations. 3. Bank s internal regulations (rules, instructions) are approved by the Management Board in a form of resolutions The Management Board shall manage and represent the Bank. All the issues not otherwise reserved for other authorities of the Bank under the law or the Articles 9

10 of Association shall be within the scope of the Management Board s responsibilities. 2. Subject to Art of the Articles of Association, the Management Board powers shall in particular include taking decisions on: 1) acquisition and disposal of real property, perpetual usufruct or shares in real property; 2) issuing bonds, with the exception of convertible bonds or first option bonds; 3) dividend advance payment to the shareholders after consent issued by the Supervisory Board. 3. The Management Board resolutions shall be passed by the absolute majority of votes. In the case of equal amount of votes, vote of the Management Board President shall be decisive. 35 The following persons are authorized to make declarations of will on behalf of the Bank: 1) two members of the Management Board acting jointly or one member of the Management Board acting jointly with a proxy or two proxies acting jointly; 2) proxies within their powers of attorney There is internal audit which aim is to assist the decisive processes ensuring: 1) effectiveness and efficiency of the Bank s activity, 2) credibility of the financial reporting, 3) compliance of the Bank s activity with the legal regulations and internal regulations. 2. Internal Audit System consists of two separate elements: 1) functional control-performed by every employee within the scope of quality and correctness of activities that he implements and additionally performed by his superior. 2) institutional control-performed by internal audit department. 3. Internal Audit department reports to the President of the Management Board. 4. Supervisory Board performs supervision over implementation of the internal control system and estimates its adequacy and effectiveness Upon the motion of the Management Board President the Supervisory Board approves: 1) decisions to appoint or dismiss a director of the internal audit department, 2) the level of employment in the internal audit department, 3) the level of remuneration for the internal audit department personnel, as well as the remuneration and the bonus of the department head; 4) strategic (three-year) and operational (annual) internal audit plans and significant corrections to these plans, 5) training programs of the internal audit department, developed within the confines of the Bank s training budget, 6) the policy, strategy and internal audit procedures, developed in compliance with the group s internal audit standards. 10

11 6. The particular aim, scope and principles of institutional and functional control are provided with in Instruction implemented by Management Board resolution and approved by the Supervisory Board. ORGANISATION OF THE BANK The Bank performs its statutory tasks through organizational units which are: Head Office, Macro-regions, Branches, Corporate Centers, Brokerage Office and Cash Association. 2. In the Bank can be created organizational units (Institutes) grouping organizational units specified in sec. 1 or their parts. 3. In the Bank operate permanent or temporary committees of advisory counseling and deciding character. 4. Rules of organization and activities of the Bank s organizational units are defined by the Bank s Organizational Regulation adopted by the Management Board authorized by the Supervisory Board. THE BANK'S FUNDS The own funds of the Bank comprise: 1) core funds; 2) additional funds in the amount not exceeding the core funds; 3) positions decreasing the core funds, provided for in the Banking Law and special regulations issued on its ground. 2. The core funds comprise: 1) the basic funds which comprise: a) the initial capital; b) the supplementary capital; c) the reserve capital, including the brokerage fund. 2) additional positions of the basic funds which comprise: a) the general risk fund for unidentified banking risk; b) not divided profit from the recent years; c) profit in the course of approval and net profit of the current reporting period calculated in accordance with the binding accounting principles, decreased with all anticipated encumbrance and dividends, in the amounts not higher than the amount of profit verified by the chartered accountants, 3) positions decreasing the basic funds provided for in the Banking Law Act and special regulations issued on its grounds. 3. Supplementary funds are established on the grounds and in the manner settled in the Banking Law and special regulations issued on its ground, and shall include: a) revaluation fund; b) subordinated amounts due made after prior authorisation by the Commission of Banking Supervision. 4. The Bank may establish special funds. 11

12 39 Special funds are established and released upon a resolution of the General Meeting of Shareholders, unless the obligation to establish them is stipulated by the law. The rules of special funds and the reserve capital are passed by the Supervisory Board; this does not apply to the rules of management of the Company's Social Fund, which shall be passed by the Management Board in agreement with the company's trade unions. 40 The supplementary capital is established from the annual net profit allocations to cover balance sheet losses that might result from the Bank's operations. The annual allocations to the supplementary capital should amount to at least 8.0% of the net profit and shall be made until the supplementary capital has reached at least a third of the initial capital of the Bank. 41 The reserve capital is established from the annual net profit allocations to the amount determined by a resolution of the General Meeting of Shareholders. This capital may also be supplied from other sources. 42 General risk fund is created from annual net profit in the volume as resolved by the General Meeting of Shareholders. This fund is allocated for unidentified banking risks. FINANCIAL MANAGEMENT OF THE BANK, APPROPRIATION OF PROFIT, ACCOUNTING 43 The Bank's financial management shall be based on annual financial plans formulated by the Management Board of the Bank The Bank's net profit appropriation shall be approved by the General Meeting of Shareholders specifying its amount and shall be use for: 1) the supplementary capital; 2) the reserve capital; 3) the general risk fund for unidentified banking risk; 4) the brokerage fund; 5) dividend for the shareholders. 2. Dividend day and the date of its payment shall be settled by the General Meeting of Shareholders. 3. Any losses that may arise from the Bank s operations shall be covered by supplementary capital. All decisions to use the supplementary capital shall be reserved to the General Meeting. 12

13 45 1. Bank conducts the accounting books and prepares the financial reports in accordance with International Accounting Standards, International Financial Reporting Standards and related interpretations announced in forms of ordinances of the European Commission. 2. The detailed principles (policy) of the accounting shall be determined by the Management Board The annual balance sheet, the profit and loss account and the annual reports shall be prepared within three months after the financial year end at the latest. 2. The calendar year shall be the financial year. FINAL PROVISIONS 47 The announcements required under laws shall be made by the Bank in relevant official journals and all other announcements shall be published in daily paper Rzeczpospolita. The Management Board of Bank presents below previous wording of provisions of the Bank s Articles of Association and content of adopted changes: 1. 6 sec. 1 point 5: previous wording: 5) issuing banking securities, particularly structured securities and eurobonds, current wording: 5) issuing banking securities, particularly structured securities sec. 2 point 1: previous wording: 1) issuing debt securities including convertible bonds current wording: 1) issuing debt securities including convertible bonds and eurobonds 3. 6 sec. 2 point 8: previous wording: 8) rendering underwriting, leasing, factoring, forfeiting, franchise services current wording: 8) rendering leasing, factoring, forfeiting services 4. in 6 sec. 2, point 21 is deleted 13

14 5. 37: previous wording: 1. The Bank realizes its statutory tasks through organizational units which are: Head Office, Macro-regions, Branches, Corporate Centers Brokerage Office and Cash Association. 2. In the Bank operate permanent or temporary committees of advisory counseling and deciding character. 3. Rules of organization and activities of the Bank s organizational units are defined by the Bank s Organizational Regulation adopted by the Management Board authorized by the Supervisory Board. current wording: 1. The Bank realizes its statutory tasks through organizational units which are: Head Office, Macro-regions, Branches, Corporate Centers, Brokerage Office and Cash Association. 2. In the Bank can be created organizational units (Institutes) grouping organizational units specified in sec. 1 or their parts. 3. In the Bank operate permanent or temporary committees of advisory counseling and deciding character. 4. Rules of organization and activities of Bank s organizational units are defined by the Bank s Organizational Regulation adopted by the Management Board authorized by the Supervisory Board. 14

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