o f B A N K B P H S P Ó Ł K A A K C Y J N A

Transcription

1 A R T I C L E S O F A S S O C I A T I O N o f B A N K B P H S P Ó Ł K A A K C Y J N A (Uniform text approved under the Resolution No. 38/2012 of the Extraordinary General Shareholders Meeting dated May 30, 2012) Effective as of 2012

2 I. GENERAL PROVISIONS 1. The business name of the Bank shall be Bank BPH Spółka Akcyjna. 2. The State Treasury is the Bank s founding shareholder. 3. The registered office of the Bank shall be in Kraków. 4. The Bank shall operate in the territory of the Republic of Poland and abroad The Bank may establish branches and other organisational units in Poland and abroad. 2. The Bank may also take or acquire shares or contributions to limited partnerships as a general partner or limited joint stock partnerships as a shareholder. II. SCOPE OF THE BANK S OPERATIONS The Bank's business shall include performance of the following banking operations: 1) receiving deposits payable on demand or at a specified maturity and keeping such deposit accounts; 2) keeping other bank accounts; 3) lending; 4) granting and confirming bank guarantees and issuing and confirming letters of credit; 5) issuance of bank securities; 6) performing bank monetary settlements; 7) issuing electronic money instruments; 8) lending cash; 9) transactions involving checks, bills of exchange and operations relating to warrants; 10) issuing payment cards and conducting cards operations; 11) financial forward transactions; 12) debt trading; 13) safekeeping of valuables and securities, and provision of safe deposit facilities; 14) FX trading; 15) granting and confirmation of surety; 16) services for third parties related with issuing securities; 17) agency services for foreign money transfers and FX settlements. 2. The Bank's business shall also include performance of the following operations: 1) incurring liabilities connected with issuing securities; 2

3 2) financial instruments trading operations, including, without limitation, operating financial instruments accounts, registers and also settlement; 3) brokerage activities; 4) keeping banking securities accounts; 5) debt to equity swaps on the terms agreed with the debtor; 6) real estate trading; 7) consulting-advisory services in financial matters; 8) custodian services; 9) providing other financial services, in particular the following: a) providing ancillary services enabling an insurer to properly administer insurance agreements concluded pursuant to art. 808 of the Civil Code; b) insurance intermediation services; c) cash settlements for banks, financial institutions, as well as brokerage houses, leasing companies, investment fund management companies, investment funds, d) leasing, factoring and forfeiting services and financial brokerage by conclusion of relevant agreements; e) financial services related to securities and other financial instruments issued abroad as well as their safekeeping, which includes record keeping of financial instruments registered by foreign financial institutions, foreign lending institutions and foreign deposit and clearing institutions, 10) brokerage services for open-pension funds; 11) depository services for pension and investment funds, keeping registers of investment fund members and registers of pension fund members to order; 12) collection activities; 13) performing activities of a representative bank within the meaning of the Act on Bonds and Notes; 14) performing to the order of other banks activities included in their scope of business, including debt collection; 15) accepting orders to sell and buy units of investment funds or shares in foreign funds, as well as accepting subscriptions for shares and investment certificates of investment funds; 16) performing services of a settlement agent as defined in the Law on Electronic Payment Instruments; 17) keeping individual savings-loan accounts and granting contractual loans via a house loans and savings office. 3. The Bank may also take or acquire shares and rights under shares and participating interests and purchase units of investment funds. 7. If a specific regulation imposes an obligation to obtain the required licenses, the activities referred to in Art. 6 above, may only be conducted when such licenses have been obtained. 3

4 III. SHARE CAPITAL OF THE BANK 8. The Bank s share capital amounts to PLN 383,339,555 (three hundred eighty three million three hundred thirty nine thousand five hundred fifty five) and is divided into: a) 9,791,714 (nine million seven hundred ninety one thousand seven hundred fourteen) series A, B, C and D bearer shares with a nominal value of PLN 5.0 (five) each; b) 66,876,197 (sixty six million eight hundred seventy six thousand one hundred ninety seven) series E 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 dividend in respect of the previous financial year has been determined. 11. Each redeemed share pays out an amount calculated by dividing the net book value of the share capital determined on the basis of the Bank's last yearly balance sheet by the number of the Bank's shares. 12. The detailed terms and conditions of share redemption shall be stipulated under a resolution adopted 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 reducing the initial capital. IV. BANK S GOVERNING BODIES 14. Bank s governing bodies are: 1) The General Meeting of Shareholders, 2) The Supervisory Board, 3) The Management Board. V. 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. 4

5 3. The General Meeting of Shareholders shall be held at the Company s registered office or in Warsaw. 4. It is allowed for the shareholders to take part in the General Meeting of Shareholders with the use of electronic communication means, covering in particular: 1) life broadcast in real time, 2) two-way communication in real time, under which the shareholders may speak at the General Meeting of Shareholders, while not present at the place where the General Meeting of Shareholders is held, 3) exercise of their voting rights, in person or via proxy, before or during the General Meeting of Shareholders. 5. Terms of participation in the General Meeting of Shareholders with the use of electronic communication means are defined in the Standing Orders of the General Meeting and each notice on the convening of the General Meeting of Shareholders. The Management Board is authorized to define detailed rules on shareholders participation in the General Meeting of Shareholders using methods mentioned in section 4, covering, in particular, rules of identifying shareholders and proxies and ensuring communication security All issues to be transacted at a General Meeting of Shareholders shall be first submitted to the Supervisory Board, who shall express its opinion prior to the General Meeting of Shareholders. All issues to be transacted at the General Meeting of Shareholders by the shareholders shall be additionally submitted to the Management Board of the Bank, who shall express its opinion. 2. The provisions of Art above shall not apply to issues tabled at General Meeting of Shareholders under Art. 404 of the Commercial Companies Code Resolutions of the General Meeting of Shareholders shall be adopted by a simple majority of votes, unless regulations of the Commercial Companies Code provide otherwise. 2. 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. 3. Removal a matter from the agenda or abandoning the consideration of a matter placed on the agenda upon a motion of the shareholders shall require adopting a resolution by the General Meeting of Shareholders after prior consent issued by all shareholders present at the General Meeting of Shareholders meeting who submitted such motion by a majority of ¾ of the votes. Each share shall carry one vote The Chairman or a Deputy Chairman of the Supervisory Board who shall carry the election of the Chairman of the General Meeting shall open the General Meeting of Shareholders. If neither the Chairman nor a Deputy Chairman may open the General Meeting, the President of the Management Board or a person appointed by the Management Board shall open it. 5

6 20. The General Meeting of Shareholders shall adopt resolutions regarding: 1) issues of convertible bonds or bonds with equity warrants; 2) rules of compensation for the Supervisory Board members; 3) establishing and dissolving special funds, except mandatory funds; 4) other issues provided for by law, these Articles of Association or brought up by the Supervisory Board, the Management Board or by the shareholders. VI. THE SUPERVISORY BOARD The Supervisory Board shall consist of five to fourteen members appointed by the General Meeting of Shareholders for the joint term of office of three years. 2. At least half of the members of the Supervisory Board, including its Chairman, shall be the persons with a sound knowledge of a Polish banking market, i.e. resident in Poland, having command of the Polish language and with appropriate experience of the Polish market that can be leveraged while supervising the operations of the Bank. 3. Independent members of the Supervisory Board shall constitute at least 30 percent of the Supervisory Board. 4. The independent members shall be free of any links with the Bank and its shareholders or employees that would affect the independent members ability to take unbiased decisions. 5. The Supervisory Board shall evaluate the independence of its members at least once a year. 6. 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. The Members of the Supervisory Board who have resigned or whose term of office has lapsed may be re-elected. 3. The mandates 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 those present at the meeting decide that voting shall be open The Supervisory Board shall function on the basis of the Rules of organisation and operation adopted by the Supervisory Board. 2. The Supervisory Board shall meet at least four times in a year. 6

7 25. For the Supervisory Board s resolutions to be valid, all members of the Supervisory Board must be invited to the meeting and at least half of them, including the Chairmen or one of the Deputies, must be present Resolutions of the Supervisory Board shall be adopted 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, if all members of the Supervisory Board have been notified of the contents of the draft resolution. Adopting resolutions by circulation (in writing) or using means of direct remote communication shall be governed by the Rules of the Supervisory Board. 3. The Supervisory Board members may participate in adopting resolutions casting their votes in writing by proxy of another member of the Supervisory Board. Voting in writing shall not apply to items placed on the agenda at the meeting of the Supervisory Board. 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. Resolutions on: 1) any benefits to be provided by the Bank or associated entities to the Management Board members; 2) authorisation of any contract to be concluded by the Bank or by its subsidiary with another entity associated with the Bank, a Supervisory Board member or a Management Board member, or with entities associated with the members of these governing bodies; 3) appointing the chartered auditor to audit the Bank s financial statements; shall not be adopted without the consent of the majority of the independent members of the Supervisory Board The Supervisory Board shall exercise ongoing supervision over the Bank's operations. 2. The powers of the Supervisory Board shall include in particular: 1) appointing and dismissing Management Board s members, 2) concluding, amending and terminating contracts with Management Board s members, 3) adopting the Rules of the Supervisory Board, appointing Supervisory Board committees and adopting their rules, 4) adopting the Rules of the Management Board stipulating the general scope of responsibilities of the Management Board members determined by the President of the Management Board, 5) representing the Bank in all matters between members of the Management Board and the Bank, 6) requesting the appropriate organisational 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

8 7) approving general rules governing variable remuneration elements of persons holding managerial positions in the Bank related to risk management and regular reviews of these rules, 8) appointing a chartered auditor to audit the Bank s financial statements; 9) ensuring compliance of the Bank s risk policy with the Bank s strategy and financial plan and verifying whether the activities of the Management Board related to exercising internal control over the Bank s operations have been effective and complied with the Bank s policy, 10) supervision over the risk and capital management system and the system of internal control, including verifying adequacy and effectiveness of these systems. 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 twentieth of the share capital; 3) winding up 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 twentieth of the share capital. No approval shall be required for the acquisition and the subsequent disposal of real estate aimed at satisfying the Bank s claims; 5) policies with regard to credit competencies; 6) own capital expenditures if the anticipated expense to be incurred in a particular case exceeds one twentieth of the share capital; 7) 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 6; 8) the principles of prudent and stable management of the Bank, including the Bank s general risk level, ensuring the independence of the risk identification, measurement, monitoring and control functions from the operating activities to which such risk is related; 9) execution of a significant agreement with a related entity. This condition does not apply to typical transactions made on market terms within the operating business by the Bank with a subsidiary where the Bank holds a majority stake, 10) taking or acquiring shares or contributions to limited partnerships or limited joint stock partnerships. 4. Members of the Supervisory Board shall have the right to participate in meetings of the Bank's Management Board upon consent of the Supervisory Board or upon an invitation of the Management Board. 5. The Supervisory Board should: 1) once a year prepare and present to the Ordinary General Meeting of Shareholders a brief assessment of the company s standing including an evaluation of the internal control system and the significant risk management system, 2) once a year prepare and present to the Ordinary General Meeting of Shareholders an evaluation of its work. 8

9 28. The Supervisory Board may pass recommendations for the Management Board concerning any issues within the scope of the Supervisory Board s responsibilities. VII. THE MANAGEMENT BOARD OF THE BANK The Bank Management Board shall consist of three to ten members appointed for the joint term of office of three years, including the President, Vice-Presidents and Members of the Management Board. 2. At least half of the members of the Management Board, including the President of the Management Board, shall be the persons with a sound knowledge of a Polish banking market, i.e. resident in Poland, having command of the Polish language and with appropriate experience of the Polish market that can be leveraged while managing the operations of the Bank. 30. The Supervisory Board shall appoint and dismiss the President of the Management Board. The Supervisory Board shall appoint and dismiss the other members of the Management Board at the President s motion or upon seeking his opinion The President shall represent the Bank and direct the Management Board work, and in particular: 1) approve the Management Board working plan, convene the Management Board meetings, determine its agenda and preside over them, 2) designate ad hoc and particular tasks for the Management Board members and evaluate work of the Management Board members, 3) appoint from amongst the Management Board members a person covering for the President during his absence as well as determine the principles and manner of covering for the absent members, 4) issue regulations governing the Bank s internal activity. 2. The member of the Management Board whose appointment has been approved by the Financial Supervision Authority ensures full implementation of the Bank s goals resulting from the strategic plans, annual financial plans and arrangements made by the Bank s governing bodies within the scope of corporate banking and real-estate finance. The appointment of the Management Board member in charge of the credit risk management must also be approved by the Financial Supervision Authority The Management Board shall act in accordance with the Rules adopted by the Supervisory Board. The Rules provide for the specific powers of the Management Board President as well as the detailed procedure of adopting resolutions by circulation. 2. The Management Board takes decisions in the form of resolutions. The Management Board may issue opinions and recommendations. 9

10 The Management Board shall manage and represent the Bank. All the matters not otherwise reserved by law or these Articles of Association to the competence of the other Bank s governing bodies shall be within the scope of the Management Board s responsibilities. 2. Subject to Art of these Articles of Association, the Management Board powers shall in particular include taking decisions on: 1) acquiring and disposing of real property, perpetual usufruct or interest in real property; 2) issuing bonds, with the exception of convertible bonds or bonds with equity warrants; 3) paying advance on dividend to the shareholders upon the Supervisory Board s consent. 3. The Management Board shall be responsible for adopting strategy and rules of careful and stable risk managing of the Bank and the transparency of the Bank s operations allowing to verify the effectiveness of the Bank s management and monitor the security and the Bank s operations and evaluate its financial standing. 4. The absolute majority of votes shall adopt the Management Board resolutions. In the event of a tie the President of the Management Board shall have a casting cote. 34. The following persons shall be authorised 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 scope of their powers of attorney. VIII. Procedure for issuance of internal regulations The Bank s internal regulations shall be issued by: 1) the General Meeting, in the form of resolutions with regard to issues which need to be decided by the General Meeting, 2) the Supervisory Board, in the form of resolutions with regard to issues which need to be decided by the Supervisory Board, 3) the Management Board, in the form of resolutions with regard to issues which need to be dealt with collectively by the Management Board, 4) the President of the Management Board, in the form of ordinances with regard to organizational issues, 5) Members of the Management Board, in the form of ordinances within the scope of activity of division subordinated to them, excluding issues which need to be dealt with collectively by the Management Board, 6) Authorized individuals on the basis of the Management Board resolutions - in the form of ordinances within the scope of given authorization. 2. Scope and principles for issuing internal regulations by the Management Bard and persons referred to in sec. 1 points 4) 6), shall be specified separately in internal Bank s regulations. 10

11 IX. BANK S ORGANISATION The Bank s organisational structure is adapted to the Bank s risk scope and profile. 2. The Bank has the management system adapted to the scale and complexity of its operations. 3. The management system shall include in particular: 1) risk and capital management system, 2) internal control structure. 4. The Management Board of the Bank performs monitoring duties over risk management process of the Bank and ensuring effectiveness of that process. 5. Strategy of risk and capital management system of the Bank adopted by the resolution of the Management Board and accepted by the Supervisory Board states detailed rules of risk and capital management system The risk and capital management system is aimed at ensuring the proper management of all the material risks involved in the Bank s operations and maintaining the capital value and structure depending on the scale and profile of the Bank s operations. This system supports achieving the Bank s strategies and financial plans. 2. The Bank s risk management system includes the compliance risk management The Bank s internal control system ensures performing internal supervision over Bank s activities. The system is aimed to support managing the Bank, improving executing it s duties and ensuring Bank s security and stability. 2. The Bank s internal control system facilitates decision-making processes by delivering information about: 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. 3. The Management Board of the Bank ensures proper functioning of the internal control system adjusted to the risk amount and profile pertaining to the Bank s activity. 4. The internal control structure consists of two separate elements: 1) functional control - performed by each employee as regards the quality and correctness of his or her activities and additionally performed by his or her superior or specialized monitoring Bank s unites, 2) institutional control - performed by the internal audit department. 5. The Internal Audit Department reports to the President of the Management Board. 6. Upon the motion of the President of the Management Board, the Supervisory Board approves: 1) decisions to appoint or dismiss the Director of the Internal Audit Department, 2) the level of employment in the Internal Audit Department, 3) the budget for salaries for the Internal Audit Department personnel, as well as the salary and the bonus of the Director of the Internal Audit Department; 4) strategic (three-year) and operational (annual) internal audit plans and significant corrections to these plans, 11

12 5) the budget for training the employees of the Internal Audit Department, 6) the internal audit policy, strategy and procedures, developed in compliance with the group s internal audit standards. 7. The detailed aim, scope and principles of institutional and functional internal control are set out in the Resolution adopted by the Management Board and approved by the Supervisory Board The Bank s basic organizational structure is as follows: 1) Head Office, 2) Branches, 3) Brokerage House, 4) Housing Loans and Savings Office. 2. The Bank may also create, on the basis of the Management Board resolution, organisational units different from those specified in the sec The principles of organisation and functioning of the Bank s organizational units shall be determined by the Bank s Organizational Rules adopted by the Management Board and approved by the Supervisory Board. 4. There are committees in the Bank created by the Management Board with the exception of committees that creation is reserved for other company governing bodies. X. THE BANK'S FUNDS The own funds of the Bank comprise: 1) capital base; 2) supplementary funds in the amount not exceeding the capital base; 2. The capital base of the Bank comprises: 1) the core capital which comprises: a) the share capital; b) the supplementary capital; c) the reserve capitals, including brokerage activity fund; 2) additional items of the capital base which comprise: a) the general risk fund for unidentified banking risk; b) retained profit; 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; d) other items from the Bank s balance sheet, as determined by the Financial Supervision Authority; 3) items decreasing the capital base provided for in the Banking Law Act. 3. Supplementary funds are established on the principles and in the manner set out in the Banking Law. 4. The Bank may establish special funds Special funds are established and released by a resolution of the General Meeting of Shareholders, unless the obligation to establish them is stipulated by law. 12

13 2. The Supervisory Board adopts the rules of special funds and the reserve capital; this does not apply to the rules of management of the Company's Social Fund, which shall be adopted by the Management Board in agreement with the company trade unions The supplementary capital is established from the annual net profit allocations for covering balance sheet losses that might result from the Bank's operations. 2. 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 one third of the Bank s share capital of the Bank. 43. The reserve capital is established from the annual net profit allocations in the amount determined by a resolution of the General Meeting of Shareholders. This capital may also be supplied from other sources. 44. The general risk fund is created from annual net profit in the amount as resolved by the General Meeting of Shareholders. This fund is allocated for unidentified banking risks. XI. FINANCIAL MANAGEMENT OF THE BANK, APPROPRIATION OF PROFIT, ACCOUNTING 45. 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 shall be allocated, in the amount resolved on by the General Meeting of Shareholders, to: 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. The General Meeting of Shareholders shall settle the dividend day and the date of its payment. 3. Any losses that may arise from the Bank s operations shall be covered with the supplementary capital. All decisions to use the supplementary capital shall be reserved to the General Meeting of Shareholders Bank shall keep the accounting books and prepare the financial statements in accordance with the International Accounting Standards (IAS), International Financial Reporting Standards (IFRS) and their interpretations announced in the form of the European Commission regulations. 2. The detailed accounting principles (policy) shall be determined by the Management Board. 13

14 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. XII. FINAL PROVISIONS 49. The Bank in relevant official journals shall publish the announcements required by law. 14