The draft AGM resolutions

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Drafts of the Annual General Meeting’s Resolutions (‘AGM’)
Election of Chairman and Deputy Chairman of the AGM
Draft AGM resolution:
Resolution No. …./2012
of the Annual General Meeting of Bank BPH S.A.
as of May 30, 2012
regarding 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 Bank
BPH S.A.
Allowing journalists to report the course of the AGM
as of May 30, 2012
regarding allowing journalists to report the course of the Annual General Meeting M
Journalists are allowed to report the course of the Annual General Meeting of Bank BPH S.A.
Adoption of the agenda
as of May 30, 2012
regarding 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 the Annual General Meeting.
Adoption of the Annual Financial Statements of the Bank BPH S.A. for 2011
as of May 30, 2012
regarding adoption of the Annual Financial Statements of Bank BPH S.A. for the year 2011
Annual Financial Statements of Bank BPH S.A. for the year 2011 is hereby adopted.
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Adoption of the Bank’s Management Board Report on the activities of the Bank BPH S.A. for
the year 2011
as of May 30, 2012
regarding adoption of the Bank’s Management Board Report
on the activities of Bank BPH S.A. for the year 2011
Management Board Report on the activities of Bank BPH S.A. for the year 2011 is hereby
adopted.
Adoption of the Annual Consolidated Financial Statements of the Bank BPH S. A. Capital
Group for the year 2011
as of May 30, 2012
regarding adoption of the Annual Consolidated Financial Statements
of the Capital Group of Bank BPH S.A. for the year 2011
Annual Consolidated Financial Statements of the Capital Group of Bank BPH S.A. for the year
2011 is hereby adopted.
Adoption of the Bank’s Management Board Report on the activities of the Capital Group of
Bank BPH S.A. for the year 2011
as of May 30, 2012
regarding adoption of the Bank’s Management
Board Report on the activities of the Capital Group of Bank BPH S.A. for the year 2011
Management Board Report on the activities of the Capital Group of Bank BPH S.A. for the year
2011 is hereby adopted.
2
Adoption of the Bank’s Supervisory Board Report for the year 2011
as of May 30, 2012
regarding adoption of the Bank’s Supervisory Board Report for the year 2011
Report of the Bank’s Supervisory Board for the year 2011 is hereby adopted.
Adoption of the resolution regarding profit distribution for the year 2011
Motion regarding profit distribution for the year 2011:
Whereas:
-
Bank BPH S.A.’s net income for the financial year completed on 31 December 2011
amounted to PLN 205,833,179.55;
-
surplus of revenues over expenses in the house loans and savings office excluded from
appropriation was PLN 11,292,977.23;
the Management Board of Bank BPH S.A. hereby recommends to allocate 2011 profit in the
amount of PLN 194,540,202.32 to the Bank’s supplementary capital.
In line with Art. 142 section 4 of the Banking Law, in the course of the remedy program, which in
case of Bank BPH S.A. is called Efficiency Improvement Program, all the profits must be used to
cover previous losses, and after that to increase the Bank’s own funds. With this reservation in
mind, and in line with the national regulator’s recommendation, the Bank BPH’s Management
Board does not recommend dividend payout in 2012.
as of May 30, 2012
regarding profit distribution for the year 2011
Whereas:
-
Bank BPH S.A.’s net income for the financial year completed on 31 December 2011
amounted to PLN 205,833,179.55;
-
Surplus of revenues over expenses in the house loans and savings office excluded from
appropriation was PLN 11,292,977.23;
under § 47 section 1 of the Articles of Association of Bank BPH S.A., 2011 profit of PLN
194,540,202.32 is allocated to the Bank’s supplementary capital.
3
Granting discharge to members of the Bank BPH S.A. Management Board for performing
duties in 2011
Draft AGM resolutions:
as of May 30, 2012
regarding granting discharge to members
of the Bank BPH S.A. Management Board
Pursuant to Art. 395 §2 pt 3 of the Commercial Companies Code and §20 pt 4 of the Bank’s
Articles of Association discharge is granted to Mr Richard Colin Gaskin - President of the Bank’s
Management Board for performance of his duties from January 1, 2011 till December 31, 2011.
as of May 30, 2012
Articles of Association discharge is granted to Mr Grzegorz Dąbrowski - Deputy President of the
Bank’s Management Board for performance of his duties from January 1, 2011 till December 31,
2011.
as of May 30, 2012
Articles of Association discharge is granted to Mr Grzegorz Przemysław Jurczyk - Deputy
President of the Bank’s Management Board for performance of his duties from January 1, 2011
till December 31, 2011.
as of May 30, 2012
Articles of Association discharge is granted to Mr George Andrew Newcomb - Deputy President
of the Bank’s Management Board for performance of his duties from January 1, 2011 till
December 31, 2011.
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as of May 30, 2012
Articles of Association discharge is granted to Mr Krzysztof Piotr Nowaczewski – Deputy
President of the Management Board for performance of his duties from January 1, 2011 till
December 31, 2011.
as of May 30, 2012
Articles of Association discharge is granted to Mr Wilfried Mathias Seidel - Deputy President of
the Management Board for performance of his duties from May 20, 2011 till December 31, 2011.
as of May 30, 2012
Articles of Association discharge is granted to Ms Grażyna Zofia Utrata - Deputy President of
the Management Board for performance of her duties from May 20, 2011 till December 31,
2011.
as of May 30, 2012
Articles of Association discharge is granted to Mr Ronald James Malak- former Deputy
President of the Management Board for performance of his duties from January 1, 2011 till
December 31, 2011.
as of May 30, 2012
Articles of Association discharge is granted to Mr Cezary Mączka - former Deputy President of
the Management Board for performance of his duties from January 1, 2011 till July 31, 2011.
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as of May 30, 2012
Articles of Association discharge is granted to Mr Carl Normann Vökt - former Deputy President
of the Management Board for performance of his duties from January 1, 2011 till May 20, 2011.
Granting discharge to members of the Bank BPH S.A. Supervisory Board for performing
duties in 2011.
Draft AGM resolutions:
as of May 30, 2012
of the Bank BPH S.A. Supervisory Board
Articles of Association, discharge is granted to Mr Wiesław Jan Rozłucki – Chairman of the
Supervisory Board for performance of his duties from January 1, 2011 till December 31, 2011.
as of May 30, 2012
Articles of Association, discharge is granted to Mr Robert Charles Green- First Deputy Chairman
of the Supervisory Board for performance of his duties from January 1, 2011 till December 31,
2011.
as of May 30, 2012
Articles of Association, discharge is granted to Mr Aleš Blažek – Member of the Supervisory
Board for performance of his duties from January 1, 2011 till December 31, 2011.
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as of May 30, 2012
Articles of Association, discharge is granted to Mr Denis Hall – Member of the Supervisory
Board for performance of his duties from January 1, 2011 till December 31, 2011.
as of May 30, 2012
Articles of Association, discharge is granted to Mr Lesław Władysław Kuzaj – Member of the
as of May 30, 2012
Articles of Association, discharge is granted to Ms Dorota Podedworna – Tarnowska – Member
of the Supervisory Board for performance of her duties from January 1, 2011 till December 31,
2011.
as of May 30, 2012
Articles of Association, discharge is granted to Ms Agnieszka Katarzyna Słomka – Gołębiowska –
Member of the Supervisory Board for performance of her duties from January 1, 2011 till
December 31, 2011.
as of May 30, 2012
Articles of Association, discharge is granted to Mr Tomasz Stefan Stamirowski – Member of the
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as of May 30, 2012
Articles of Association, discharge is granted to Ms Maria Ann Di Pietro - Bayus –Member of the
Supervisory Board for performance of her duties from May 20, 2011 till December 31, 2011.
as of May 30, 2012
Articles of Association, discharge is granted to Mr Richard Alan Laxer – Member of the
Supervisory Board for performance of his duties from May 20, 2011 till December 31, 2011.
as of May 30, 2012
Articles of Association, discharge is granted to Mr Rafał Rybkowski – Member of the Supervisory
Board for performance of his duties from September 9, 2011 till December 31, 2011.
as of May 30, 2012
Articles of Association, discharge is granted to Mr Dmitri Stockton – former Second Deputy
Chairman of the Supervisory Board for performance of his duties from January 1, 2011 till May
20, 2011.
as of May 30, 2012
Articles of Association, discharge is granted to Ms Beata Małgorzata Gessel - Kalinowska vel
Kalisz – former Member of the Supervisory Board for performance of her duties from January 1,
2011 till April 15, 2011.
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as of May 30, 2012
Articles of Association, discharge is granted to Mr Sławomir Jan Mirkowski – former Member of
the Supervisory Board for performance of his duties from January 1, 2011 till June 30, 2011.
as of May 30, 2012
of the Ban BPH S.A. Supervisory Board
Articles of Association, discharge is granted to Mr Des O’Shea – former Member of the
Supervisory Board for performance of his duties from January 1, 2011 till May 20, 2011.
as of May 30, 2012
Articles of Association, discharge is granted to Mr Wilfried Mathias Seidel – former Member of
the Supervisory Board for performance of his duties from January 1, 2011 till May 19, 2011.
==================================================================
Changes to Bank BPH S.A.’s Articles of Association
Resolution No.___/2012
as of May 30, 2012
regarding amendments to the Bank BPH S.A.’s Articles of Association
§ 1.
The Annual General Meeting of Bank BPH S.A. hereby agrees for the following changes
to be introduced to Bank BPH SA’s Articles of Association:
1. in § 6 section 2 point 9), letter f) is added, reading as follows:
„f) intermediation services in obtaining loans,”
2. in § 6 section 2 point 15), the word „order” is replaced by „orders”,
3. in § 27 section 2 points 1) and 2) shall read as follows:
„1) appointing and dismissin Management Board’s members,
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2) concluding, amending and terminating contracts with Management Board’s
members,”
4. in § 27 section 2 point 4) shall read as follows:
„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.”
„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,”
„5) policies with regard to credit competencies,”
7. in § 27 section 3 point 6) is deleted and consecutive points numbering is
modified accordingly,
8. § 28 is deleted and consecutive paragraph numbering is changed accordingly,
9. In the existing § 32, which becomes § 31, section 2 is deleted and the existing
section 3 becomes section 2,
10. In the existing § 41, which becomes § 40, section 2 point 1) letter c) shall read as
follows:
„c) the reserve capital, including brokerage activity fund,”
11. The existing § 50, which becomes § 49, shall read as follows:
„§ 49
The Bank in relevant official journals shall publish the announcements required by law.”
§ 2.
In § 15 sections 4 and 5 are added, reading as follows:
„4. The Bank enables shareholders to take part in the General Meeting of Shareholders
with the use of electronic communication means, covering:
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 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, as mentioned in section 4,
covering, in particular, rules of identifying shareholders and proxies and ensuring
communication security.”
10
§ 3.
The Annual General Meeting of Bank BPH S.A. obliges 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 Registry after their approval by the Polish Financial Supervision
Authority.
Grounds for changes to the Articles of Association:
Expanding the Bank’s operations indicated in § 6 section 2 point 9) by adding a letter f)
is aimed at adjusting the Bank’s scope of operations to its business plans and needs as
well as the current strategy.
The objective behind the changes in § 27 section 2 is to structure provisions related to
Supervisory Board’s competencies. Apart from introducing more precise provisions to
make more coherent the competencies of the Management Board and the Supervisory
Board, which exercise supervision over the Bank’s operations, it is also suggested to
transfer the task mentioned in point 7) to § 27 section 3, so that the Supervisory Board
accepts rules on credit competencies. The Supervisory Board will also be equipped with
a new competence to adjust the Bank’s Articles of Association to the Polish Financial
Supervision Authority Resolution No. 258/2011, implementing CRD III Directive.
Change in § 27 section 3 is also aimed at structuring the tasks of the Supervisory Board.
The proposal to delete points 5) and 6) stems from the fact that along with development
directions and strategic plans submitted for approval to the Supervisory Board, the
Supervisory Board is also presented with intentions concerning strategic business
areas, while the financial plan includes funding plans, and so it is not necessary for the
Supervisory Board to accept these documents separately. It is proposed that section 2
point 7) on granting the Supervisory Board with credit policy approval competence be
moved to section 3 point 5).
The purpose of deleting § 28 of the Bank’s Articles of Association is to make the powers
of the Management Board and Supervisory Board consistent, as the Supervisory
Board’s tasks include supervising the Bank’s activity.
Deletion of section 2 in § 32, which provision can also be fund in the Rules of the
Management Board adopted by the Supervisory Board is aimed at ensuring flexibility at
task division among individual Board members.
The objective behind changes to § 49, consisting in deleting the obligation to publish
other company’s notices in Rzeczpospolita daily is to ensure compliance with legal
regulation and to avoid unnecessary burden for the Bank.
Adding sections 4 and 5 in § 15, which shall concern Annual General Meetings to take
place after 1 January 2013 with the use of electronic communication means aims at
adjusting the Articles of Association to Art. 406(5) of the Commercial companies code
and results from the principles included in the Good Practice of Companies listed at the
Warsaw Stock Exchange, which shall be binding as of 1 January 2013. Consequently,
relevant provisions will be added to the Standing Orders of the General Meeting.
Other changes concerned wording and numbering only.
==================================================================
11
Adoption of the unified text of Bank BPH S.A. Articles of Association
as of May 30, 2012
regarding 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 …./2012,
dated May 30, 2012, the Annual General Meeting hereby adopts the unified text of Bank BPH
S.A. Articles of Association, which constitute Appendix No. [] to the Minutes.
==================================================================
Amendments to the Standing Orders of the General Meeting of Bank BPH S.A.
as of May 30, 2012
regarding amendments to the Standing Orders of the General Meeting of Bank BPH S.A.
§ 1.
The Annual General Meeting of Bank BPH S.A. hereby grants its consent to amend the Standing
Orders of the General Meeting of Bank BPH S.A. in the following manner:
1. After Art. 11 the following chapter shall be added:
„Chapter 5
Participation in General Meeting by using means of electronic communication
Art. 12
1. The Bank, on terms specified in the Articles of Association ensures the possibility for
Shareholders to participate in the GM by using means of electronic communication.
2. The transmission of GM in real time shall be available to every interested person on the
Bank’s website at: www.bph.pl. Three working days before the date of the GM, at the
latest, the Management Board, on the said website, indicates a link where the
transmission of the GM in real time will be available on the day of the GM.
3. Two-way communication in real time shall be available for Shareholder or its proxy on
terms specified each time in the announcement to convene the GM. In the
announcement to convene the GM and on the Bank’s website at: www.bph.pl the
Management Board shall include instruction for Shareholders specifying the rules of
identification of Shareholders, proxies, assuring the communication safety, registration
and participation in the GM by using the electronic communication means.
4. The Bank shall not be liable for any internet connection failure or breakdown in relation
to a specific Shareholder or its proxy, preventing him from or impeding his participation
in the GM by using the electronic communication means if such failure or breakdown do
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not result from the Bank’s fault or if the Shareholder or its proxy did not meet the
technical or security requirements specified in the announcement of the GM.”
2.
The numbering of all further chapters and articles shall be amended accordingly.
Grounds for changes to the Standing Orders of the General Meeting of Bank BPH S.A.:
Adding Chapter 5 to the Standing Orders of the General Meeting of Bank BPH S.A., enabling
Shareholders to participate in General Meeting by using electronic communication means,
which will apply to General Meetings held after 1 January 2013 aims at complying with art.
406(5) of Commercial Companies Code as well as amended the Bank’s Articles of Association
and results from the rule of Code of Best Practice for WSE Listed Companies, that will be
applicable from 1 January 2013.
==================================================================
Adoption of the unified text of the Standing Orders of the General Meeting of Bank BPH S.A.
as of May 30, 2012
regarding adoption of the unified text of the Standing Orders of the General Meeting of Bank
BPH S.A.
As a result of the aforementioned amendments to the Bank BPH S.A. Standing Orders of the
General Meeting of Bank BPH S.A. as provided for in the Resolution of the Annual General
Meeting of Bank BPH S.A., No …./2012, dated May 30, 2012, the Annual General Meeting hereby
adopts the unified text of the Standing Orders of the General Meeting of Bank BPH S.A., which
constitutes Appendix No. [] to the Resolution.
==================================================================
13

The draft AGM resolutions

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