SPECIMEN POWER OF ATTORNEY FOR PARTICIPATION AT THE BANK BPH S.A. ANNUAL GENERAL MEETING CONVENED FOR JUNE 06, 2013 FOR NATURAL PERSONS

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1 SPECIMEN POWER OF ATTORNEY FOR PARTICIPATION AT THE BANK BPH S.A. ANNUAL GENERAL MEETING CONVENED FOR JUNE 06, 2013 FOR NATURAL PERSONS [place, date] I, the undersigned...[first name and surname], with ID number..., domiciled at...[address] hereby declare that I am the Bank BPH S.A. s shareholder authorised from.. [number] common bearer shares of Bank BPH S.A. with its seat in Kraków ( BPH, Bank ). and hereby authorize: Mr/Ms, holding a passport/id/other official identification document.., or (entity s business name), with its seat in.. address.., to represent me at the Annual General Meeting of Bank BPH S.A. convened for June 06, 2013 at p.m. in Warsaw, at 25A Towarowa Street ( Annual General Meeting, AGM ), and in particular to participate and speak at the Annual General Meeting, to sign the attendance list and to vote on my behalf from [number] of shares / all the shares according to the voting instruction/as proxy s. 1 The above-mentioned proxy remains authorized to represent. [shareholder s first name and surname] at the Annual General Meeting also if date of the Annual General Meeting changes and if a pause is administered in proceedings of the Annual General Meeting. [First name and surname] 1 Delete as appropriate 1

2 SPECIMEN POWER OF ATTORNEY FOR PARTICIPATION AT BANK BPH S.A. ANNUAL GENERAL MEETING CONVENED FOR JUNE 06, 2013 FOR LEGAL PERSONS AND ORGANIZATIONAL UNITS [place, date] I, the undersigned / We, the undersigned, First name and surname... Entity... Address... and First name and surname... Entity... Address... declare that [company] [ the Shareholder ] is authorized from.. [number] common bearer shares of Bank BPH S.A. with its seat in Krakow ('BPH', Bank ). and hereby authorize: Mr/Ms, holding a passport/id/other official identification document.., or [entity s company], based in.. address.., to represent the Shareholder at the Annual General Meeting of Bank BPH S.A. convened for June 06, 2013 at p.m. in Warsaw, at 25A Towarowa Street ( Annual General Meeting, AGM ), and in particular to participate and speak at the Annual General Meeting, to sign the attendance list and to vote on behalf of the Shareholder from [number] of shares / all the shares according to the voting instruction/as proxy s. 2 The above-mentioned proxy remains authorized to represent. [company] at the Annual General Meeting also if date of the Annual General Meeting changes and if a pause is administered in proceedings of the Annual General Meeting. 2 Niepotrzebne skreślić. 2

3 [First name and surname, position] [First name and surname, position] INFORMATION FOR SHAREHOLDERS: 1. In case of discrepancies between the shareholder s data indicated in the power of attorney and the data placed on the list of shareholders entitled to participate in the Annual General Meeting, prepared on the basis of the report received from the entity acting as securities depositary ( The National Depositary for Securities S.A. ), submitted to BPH in line with Art. 406(3) of the Commercial Companies Code, the shareholder may not be allowed to participate in the Annual General Meeting. 2. The below instruction concerning voting modes for individual resolutions in the course of the Annual General Meeting is confidential between the shareholder and his/her proxy and it should not be disclosed to Bank BPH S.A. before or after the Annual General Meeting. If the proxy votes are incompliant with the instruction issued by the shareholder, this does not impact the validity of the votes. 3. Notice about granting or cancelling the power of attorney issued in the electronic form should be submitted no later than by P.M. CET on the day preceding the date of the Annual General Meeting. 4. The risk related to the use of electronic communication is borne by the shareholder. 5. In order to verify the validity of the power of attorney issued in the electronic form and to identify shareholder and the proxy, once the notice about granting the power of attorney in the electronic form is received, the Bank verifies whether scans of documents enabling identification and verification of the shareholder and the proxy have been duly attached and, in case of legal persons and organizational units, whether the rules of representation for such entities have been adhered to. Also, the Bank has the right to make a telephone call at the number indicated by the shareholder or to send an electronic message through the reply function to verify the fact that the shareholder granted power of attorney in the electronic form. 6. All documents submitted to the Bank by should be scanned to the PDF format. 3

4 FORM ENABLING EXERCISE OF VOTING RIGHT BY PROXY The use of this form depends solely of the shareholder s decision and is not a condition for votes to be cast by the proxy. The form includes instruction on the exercise of voting right by the proxy and does not replace the power of attorney granted to the proxy by the shareholder. TO: [PROXY S FIRST NAME AND SURNAME/BUSINESS NAME] INSTRUCTION ON THE EXERCISE OF VOTING RIGHT BY THE PROXY The Annual General Meeting of Bank BPH S.A. convened for June 06, 2013 at P.M. CET, in Warsaw at 25A Towarowa Street. I. Point 3 of the agenda - Election of Chairman and Deputy Chairman of the Annual General Meeting. The Annual General Meeting elects as Chairman of the Annual General Meeting of Bank BPH S.A. and.. as Deputy Chairman of the Annual General Meeting of the Bank BPH S.A. 4

5 II. Point 4 of the agenda - Allowing journalists to report the course of the Annual General Meeting. Journalists are allowed to report the course of the Annual General Meeting of Bank BPH S.A. III. Point 5 of the agenda - Adoption of the agenda. The agenda of the Annual General Meeting is hereby adopted in the form announced by the Bank s Management Board on convening of the Annual General Meeting. 5

6 IV. Point 11 of the agenda Adoption of the Annual Financial Statements of Bank BPH S.A. for the year Annual Financial Statements of Bank BPH S.A. for the year 2012 is hereby adopted. V. Point 12 of the agenda Adoption of the Bank s Management Board Report on the activities of Bank BPH S.A. for the year Management Board Report on the activities of Bank BPH S.A. for the year 2012 is hereby adopted. 6

7 VI. Point 13 of the agenda Adoption of the Annual Consolidated Financial Statements of the Capital Group of Bank BPH S.A. for the year Annual Consolidated Financial Statements of the Capital Group of Bank BPH S.A. for the year 2012 is hereby adopted. (Shareholder s first name and surname] VII. Point 14 of the agenda Adoption of the Bank s Management Board Report on the activities of the Capital Group of Bank BPH S.A. for the year Management Board Report on the activities of the Capital Group of Bank BPH S.A. for the year 2012 is hereby adopted. 7

8 VIII. Point 15 of the agenda Adoption of the Bank s Supervisory Board Report for the year Report of the Bank s Supervisory Board for the year 2012 is hereby adopted. X. Point 16 of the agenda Adoption of the resolution regarding profit distribution for the year Whereas: - Bank BPH S.A. s net income for the financial year ended on 31 December 2012 amounted to PLN 252,963, Surplus of revenues over expenses in the House Loans and Savings Office excluded from appropriation was PLN 11,702, under 46 section 1 point 1) of the Articles of Association of Bank BPH S.A., 2012 profit of PLN 241,261, is allocated to the Bank s supplementary capital. 8

9 X. Point 17 of the agenda Granting vote of approval to members of the Bank BPH S.A. Management Board for performing their duties in the year Draft resolutions: Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association vote of approval is granted to Mr Richard Colin Gaskin - President of the Bank s Management Board for performance of his duties from January 1, 2012 until December 31, Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association vote of approval is granted to Mr Andras Quinn Bende - Deputy President of the Bank s Management Board for performance of his duties from June 1, 2012 until December 31, (Shareholder s first name and surname] 9

10 Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association vote of approval is granted to Mr Grzegorz Przemysław Jurczyk - Deputy President of the Bank s Management Board for performance of his duties from January 1, 2012 until December 31, Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association vote of approval is granted to Mr Mariusz Krzysztof Kostera - Deputy President of the Bank s Management Board for performance of his duties from June 1, 2012 until December 31,

11 Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association vote of approval is granted to Mr Krzysztof Piotr Nowaczewski Deputy President of the Management Board for performance of his duties from January 1, 2012 until December 31, Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association vote of approval is granted to Mr Wilfried Mathias Seidel - Deputy President of the Management Board for performance of his duties from January 1, 2012 until December 31,

12 Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association vote of approval is granted to Ms Grażyna Zofia Utrata - Deputy President of the Management Board for performance of her duties from January 1, 2012 until December 31, Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association vote of approval is granted to Mr Grzegorz Dąbrowski - former Deputy President of the Bank s Management Board for performance of his duties from January 1, 2012 until December 31,

13 Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association vote of approval is granted to Mr George Andrew Newcomb - former Deputy President of the Bank s Management Board for performance of his duties from January 1, 2012 until May 31, XI. Point 18 of the agenda Granting vote of approval to members of the Bank BPH S.A. Supervisory Board for performing their duties in the year Draft resolutions: Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association, vote of approval is granted to Mr Wiesław Jan Rozłucki Chairman of the Supervisory Board for performance of his duties from January 1, 2012 until December 31,

14 Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association, vote of approval is granted to Mr Robert Charles Green- First Deputy Chairman of the Supervisory Board for performance of his duties from January 1, 2012 until December 31, Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association, vote of approval is granted to Mr Aleš Blažek Member of the Supervisory Board for performance of his duties from January 1, 2012 until December 31,

15 Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association, vote of approval is granted to Mr Denis Hall Member of the Supervisory Board for performance of his duties from January 1, 2012 until December 31, Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association, vote of approval is granted to Ms Dorota Podedworna Tarnowska Member of the Supervisory Board for performance of her duties from January 1, 2012 until December 31,

16 Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association, vote of approval is granted to Ms Agnieszka Katarzyna Słomka Gołębiowska Member of the Supervisory Board for performance of her duties from January 1, 2012 until December 31, Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association, vote of approval is granted to Mr Tomasz Stefan Stamirowski Member of the Supervisory Board for performance of his duties from January 1, 2012 until December 31,

17 Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association, vote of approval is granted to Ms Maria Ann Di Pietro - Bayus Member of the Supervisory Board for performance of her duties from January 1, 2012 until December 31, Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association, vote of approval is granted to Mr Richard Alan Laxer Member of the Supervisory Board for performance of his duties from January 1, 2012 until December 31,

18 Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association, vote of approval is granted to Mr Rafał Rybkowski Member of the Supervisory Board for performance of his duties from January 1, 2012 until December 31, Pursuant to Art pt 3 of the Commercial Companies Code and 20 pt 4) of the Bank s Articles of Association, vote of approval is granted to Mr Lesław Władysław Kuzaj former Member of the Supervisory Board for performance of his duties from January 1, 2012 until December 19,

19 XIII. Point 19 of the agenda - Election of the Supervisory Board for the new term of office Annual General Meeting hereby appoints the Supervisory Board for the new, joint, 3-year term of office in the following composition:.. 19

20 XIV. Point 20 of the agenda Adoption of the Resolutions regarding amendments to Bank BPH S.A. Articles of Association. 1. The Annual General Meeting of Bank BPH S.A. hereby agrees for the following amendment to be introduced to 31 sec. 2 of the Bank BPH S.A. s Articles of Association, which receives the following wording: 2. The appointment of the Management Board member in charge of the credit risk management must be approved by the Financial Supervision Authority.. 2. The Annual General Meeting of Bank BPH S.A. authorizes Bank BPH S.A. s Management Board to file a motion to register changes in Bank BPH S.A. s Articles of Association with the National Court Register after Polish Financial Supervision Authority approval. 3. The Resolution becomes effective from adoption, after Polish Financial Supervision Authority approval. 20

21 1. The Annual General Meeting of Bank BPH S.A. hereby agrees for the following amendment to be introduced to the Bank BPH S.A. s Articles of Association: 1. In 35 sec. 1 point 7) is added: 7) committees in the form of a decision within the powers specified in the regulations of each committee. ; sec. 2 receives the following wording: 2. Scope and principles for issuing internal regulations by the Management Board and entities referred to in sec. 1 points 4) 7), shall be specified separately in Bank's internal regulations. 2. The Annual General Meeting of Bank BPH S.A. authorizes Bank BPH S.A. s Management Board to file a motion to register changes in Bank BPH S.A. s Articles of Association with the National Court Register after Polish Financial Supervision Authority approval. 3. The Resolution becomes effective from adoption after Polish Financial Supervision Authority approval. 21

22 XV. Point 21 of the agenda Adoption of the unified text of Bank BPH S.A. Articles of Association. As a result of the aforementioned amendments to the Bank BPH S.A. Articles of Association as provided for in the Resolution of the Annual General Meeting of Bank BPH S.A., No./2013, dated June 06, 2013, the Annual General Meeting hereby adopts the uniform text of Bank BPH S.A. Articles of Association, which constitutes Appendix No. [ ] to the Minutes. EXPLANATIONS 1. Shareholders place their instructions by indicating "X" or " " at the intended voting mode. In the field Comments, Shareholders can enter additional remarks for their proxies. Space for entering the number of shares, left under each voting mode, enables Shareholders to cast varied votes from their shares. No entry made in this field means that the Shareholder is voting as indicated from the total number of held shares. 2. As draft resolutions presented above may differ from final draft resolution submitted for voting at the Annual General Meeting, to avoid doubts about voting by the Proxy, it is recommended that in the field Comments Shareholders define the way proxies should behave under such circumstances. 22