Charter and the mode of operation of General Meeting
Rules of amending the charter
An amendment to the Bank Charter requires resolution of the General Meeting as well as registration in the entrepreneurs register of the National Court Register (KRS). Any amendment to the Charter within the scope stipulated in Article 34 section 2 of the Banking Law Act requires approval of the Polish Financial Supervision Authority.
An amendment to the Bank Charter as for change of the business objects of the Bank does not require buyout of shares from those shareholders who do not approve such an amendment, provided that the resolution of the General Meeting concerning such an amendment was adopted by a two-third majority of votes in the presence of individuals representing at least a half of share capital.
In 2014, the Bank Charter was amended as regards Bank’s business objects. The amendment of the wording of §8 section 2 item 11 reflected the changes to the terminology used to describe banking activities in the universally binding laws. The said amendment consisted in replacement of currently binding provision for issuance of payment cards by the Bank and making transactions with their usage with provision concerning rendered payment services. The amendment of the wording of §8 section 3 item 11 of the Bank Charter followed the introduction to the Bank’s offer of an intermediation in granting and taking out securities lending, and in the remaining scope it concerned editorial changes and consisted in singling out other financial services rendered by the Bank.
Operation of General Meeting, its essential rights and shareholders’ rights
The General Meeting is convened by way of a notice published on the Bank’s website as well as in the way specified for publishing current information by public companies, and it functions according to the principles defined in the regulations of the Commercial Companies and Partnerships Code and the Bank Charter as either an Ordinary or Extraordinary General Meeting.
The General Meetings are convened at the time enabling all eligible and interested shareholders to attend them.
Bank shareholders representing at least 1/20 of the share capital are entitled to:
- Request putting particular items on the agenda of the nearest General Meeting.
- Submit draft resolutions concerning items put on the agenda of the General Meeting before the set date of the General Meeting.
Each shareholder is entitled to submit draft resolutions concerning items put on the agenda during the General Meeting.
When an Extraordinary General Meeting is convened, the Management Board present the rationale for convening such a meeting and for putting specific matters on the agenda or ask for presentation of the rationale, if the such a Meeting was convened upon the request of another eligible entity.
Draft resolutions are presented to the General Meeting by the Management Board upon advice of the Bank Supervisory Board.
The General Meeting is valid regardless of the number of shares represented. Each share represents one vote. In principle, the resolutions of the General Meeting are passed with the absolute majority of votes excluding cases specified in the Commercial Companies and Partnerships Code and the Charter. Apart from the Commercial Companies and Partnerships Code, the issues regarding the convening and functioning of the General Meeting are specified in the Bank Charter, the Bylaw of the General Meeting and the Notice of the General Meeting.
General Meetings are held at the Company’s registered office in Katowice. The debate of the General Meeting is transmitted via the internet. The debate of the General Meeting may be also attended by interested media representatives acting as observers.
The principles concerning shareholders participation in the General Meeting and the mode of conduct during the General Meeting as well as the manner of shareholders’ communication with the Bank are set forth in the Bylaw of the General Meeting. All adopted amendments become effective as of the subsequent General Meeting.
The powers of the General Meeting are specified in particular in the Commercial Companies and Partnerships Code, Banking Law Act and in stipulations of the Bank Charter.