DRAFT RESOLUTIONS BEING THE SUBJECT OF EXTRAORDINARY GENERAL MEETING OF IDEA BANK S.A.

Transcription

1 Duma Przedsiębiorcy 1/20 DRAFT RESOLUTIONS BEING THE SUBJECT OF EXTRAORDINARY GENERAL MEETING OF IDEA BANK S.A. Idea Bank Spółka Akcyjna z siedzibą w Warszawie,,, wpisana do rejestru przedsiębiorców prowadzonego przez

2 Duma Przedsiębiorcy 2/20 (regarding point 2 of the agenda) RESOLUTION NO. 1 OF THE EXTRAORDINARY GENERAL MEETING of the Company Idea Bank Spółka Akcyjna with its registered seat in Warsaw as of 28 June 2016 regarding: election of the President of General Meeting 1 Acting pursuant to article of the Code of Commercial Companies and 14 section 2 of Articles of Association, the Extraordinary General Meeting of elects Mr./Mrs. [ ] as a President of the Meeting. 2 The resolution enters into force on the date of its adoption. Idea Bank Spółka Akcyjna z siedzibą w Warszawie,,, wpisana do rejestru przedsiębiorców prowadzonego przez

3 Duma Przedsiębiorcy 3/20 (regarding point 4 of the agenda) RESOLUTION NO. 2 OF THE EXTRAORDINARY GENERAL MEETING of the Company Idea Bank Spółka Akcyjna with its registered seat in Warsaw as of 28 June 2016 regarding: adoption of the agenda of General Meeting 1 The Extraordinary General Meeting of Idea Bank Spółka Akcyjna ( EGM ) adopts the EGM proceedings agenda published on the website of Idea Bank Spółka Akcyjna and in the form of current report no. [ ] as of [ ], as follows: 1. Commencement of proceedings of General Meeting; 2. Election of the President of General Meeting; 3. Confirmation that the General Meeting has been convened appropriately and is capable of adopting binding resolutions; 4. Adoption of the agenda of General Meeting; 5. Adoption of the resolution regarding establishment of the procedures for remuneration of the Members of the Idea Bank S.A. Supervisory Board for performance of duties in Supervisory Board Committees; 6. Adoption of the resolution regarding adoption of the Company s Articles of Association unified text; 7. Adoption of a resolution on adopting the uniform text of the Articles of Association of the Company; 8. Concluding of proceedings. 2 The resolution enters into force on the date of its adoption. Idea Bank Spółka Akcyjna z siedzibą w Warszawie,,, wpisana do rejestru przedsiębiorców prowadzonego przez

4 Duma Przedsiębiorcy 4/20 (regarding point 5 of the agenda) RESOLUTION NO. 3 OF THE EXTRAORDINARY GENERAL MEETING of the Company Idea Bank Spółka Akcyjna with its registered seat in Warsaw as of 28 June 2016 regarding: establishment of the procedures for remuneration of the Members of the Supervisory Board for performance of duties in Supervisory Board Committees With reservation of the provisions of section 3 below, acting in accordance with 11 section 2 point 3 of the Company s Articles of Association, the Extraordinary General Meeting of hereby establishes following rules and amounts of remuneration for the Members of Supervisory Board for the performance of duties in Supervisory Board Committees. 2. The Members of Supervisory Board for the performance of duties in Supervisory Board Committees are entitled to the monthly remuneration in the amount equal to 1,5 average gross salary in the enterprises sector, published by the Główny Urząd Statystyczny for previous calendar year, paid in arrears by the 10 day of each month. The above remuneration is provided for the Members of Supervisory Board which perform their duties in the Supervisory Board Committees on the day of adoption of this resolution, for the period from 1 January 2015, unless appointment to the Committees occurred in later period. The monthly remuneration is calculated pro rata with the number of days of performing duties of the Member of Supervisory Board Committees, in the case where appointment occurred during the calendar month. 3. The Extraordinary General Meeting decides that the remuneration for the performance of duties in Supervisory Board Committees in 2015 and 2016, calculated in accordance with rules described in section 2 above, will be paid to Members of Supervisory Board Committees within one month from adoption of this resolution. 2. The resolution enters into force on the date of its adoption. Idea Bank Spółka Akcyjna z siedzibą w Warszawie,,, wpisana do rejestru przedsiębiorców prowadzonego przez

5 Duma Przedsiębiorcy 5/20 (regarding point 6 of the agenda) RESOLUTION NO. 4 OF THE EXTRAORDINARY GENERAL MEETING of the Company Idea Bank Spółka Akcyjna with its registered seat in Warsaw as of 28 June 2016 regarding: adoption of the Company s Articles of Association unified text 1. The (the Company ) Extraordinary General Meeting resolves to adopt unified text of the Company s Articles of Association including the amendments resulting from resolution no 3 of Extraordinary General Meeting as of 18 January 2016 regarding the amendments of Company s Articles of Association, in the following meaning: ARTICLES OF ASSOCIATION OF IDEA BANK SPÓŁKA AKCYJNA I. GENERAL PROVISIONS Idea Bank Spółka Akcyjna is a bank with a status of a stock company, acting on the basis of the Act of August 29, 1997 Banking Law (Polish Official Journal of 2002 No. 72, item 665 as amended), the Act of April 23, 1964 Civil Code (Polish Official Journal No. 16, item 93 as amended), the Act of September 15, 2000 Code of Commercial Companies (Polish Official Journal of 2000, No. 94, item 1037 as amended) and other applicable rules of law and these Articles of Association. 2. In further stipulations of these Articles of Association, the Idea Bank Spółka Akcyjna is referred to as the Bank. 3. The Bank has been established for an unlimited period of time The business name of the Bank is: Idea Bank Spółka Akcyjna. 2. The Bank may officially use an abbreviated name:. 3. The Bank may use a distinctive graphic logo Idea Bank. The Bank registered seat is capital city of Warsaw The Bank operates on the territory of the Republic of Poland and may act abroad after gaining all indispensable permits from appropriate authorities in Poland and abroad. II. SCOPE OF THE BANK S ACTIVITY The scope of the Bank s activity covers following banking activities: (1) accepting financial contributions payable on demand or on a defined day and maintaining accounts of such contributions, (2) maintaining other bank accounts, (3) granting credits, (4) granting and confirming bank guarantees and opening and confirming letters of credit, (5) issuing bank securities, Idea Bank Spółka Akcyjna z siedzibą w Warszawie,,, wpisana do rejestru przedsiębiorców prowadzonego przez

6 Duma Przedsiębiorcy 6/20 (6) carrying out bank financial settlements, (7) granting financial loans, (8) check and bill of exchange operations and operations whose subject are warrants, (9) purchasing and selling financial receivables, (10) safekeeping property and securities and granting access to safe deposit boxes, (11) granting and confirming sureties, (12) exercising commissioned services related with issuing securities, (13) issuing payment cards and conducting operations with the use thereof, (14) term financial operations, (15) purchasing and selling foreign currency, (16) brokering money transfers and foreign currency trade clearances, (17) issuing electronic money instruments. 2. Moreover, the Bank s activity covers: (1) taking up or purchasing shares and rights attached to shares, shares of another legal entity and investment fund participation units, (2) incurring obligations related to the issuing of securities, (3) on conditions established with the debtor, converting a receivables to the debtor s assets, however, the Bank is obliged to sell them within maximum 5 (five) years from the purchase date if it is a real estate and within 3 (three) years from the purchase date if these are other assets. This obligation does not cover the debtor s assets which will be used by Bank to carry out its own activities, (4) render consulting-advisory services in relation to financial matters, (5) financial services related to insurance and retirement and pension funds, (6) financial leasing, (7) purchasing and selling real estate, (8) trade in securities, (9) management of securitized receivables of securitization funds, (10) performing activities in the area of insurance brokerage. III. SHARE CAPITAL The Bank s share capital equals PLN 156,803,962 (in words: one hundred and fifty six million eight hundred and three thousand nine hundred and sixty two Polish zloty) and is divided into: (1) 1,051,200 (one million fifty one thousand two hundred) registered series A shares with numbers from to and with nominal value of PLN 2 (two Polish zloty) each; (2) 2,500,000 (two million five hundred thousand) registered series B shares with numbers from to and with nominal value of PLN 2 (two Polish zloty) each; (3) 1,250,000 (one million two hundred and fifty thousand) registered series C shares with numbers from to and with nominal value of PLN 2 (two Polish zloty) each; (4) 2,500,000 (two million five hundred thousand) series D shares with numbers from to and with nominal value of PLN 2 (two Polish zloty) each; (5) 1,500,000 (one million five hundred thousand) registered series E shares with numbers from to and with nominal value of PLN 2 (two Polish zloty) each; (6) 1,071,429 (one million seventy one thousand four hundred and twenty nine) registered series F shares with numbers from to and with nominal value of PLN 2 (two Polish zloty) each; (7) 8,385,968 (eight million three hundred and eighty five thousand nine hundred and sixty eight) registered series G shares with numbers from to and with nominal value of PLN 2 (two Polish zloty) each; Idea Bank Spółka Akcyjna z siedzibą w Warszawie,,, wpisana do rejestru przedsiębiorców prowadzonego przez

7 Duma Przedsiębiorcy 7/20 (8) 8,385,967 (eight million three hundred and eighty five thousand nine hundred and sixty seven) registered series H shares with numbers from to and with nominal value of PLN 2 (two Polish zloty) each; (9) 12,028,594 (twelve million twenty eight thousand five hundred and ninety four) registered series I shares with numbers from to and with nominal value of PLN 2 (two Polish zloty) each; (10) 9,794,872 (nine million seven hundred and ninety four thousand eight hundred and seventy two) registered series J shares with numbers from to and with nominal value of PLN 2 (two Polish zloty) each; (11) 4,744,526 (four million seven hundred and forty four thousand five hundred and twenty six) registered series K shares with numbers from to and with nominal value of PLN 2 (two Polish zloty) each; (12) 14,598,541 (fourteen million five hundred and ninety eight thousand five hundred and forty one) registered series L shares with numbers from to and with nominal value of PLN 2 (two Polish zloty) each; (13) 10,590,884 (ten million five hundred ninety thousand eight hundred eighty four) bearer series M shares with nominal value of PLN 2 (two Polish zloty) each. 2. The series A shares are privileged in the following way: (1) voting rights: each share is conferring two votes; (2) dividends: a dividend for preference shares is paid out in the maximum amount stipulated in Article of the Code of Commercial Companies; (3) they have a priority in coverage from Company s assets left after the creditors satisfaction if the Bank is liquidated. 3. The series B, C, D, E, F, G, H, I, J, K and L shares are ordinary shares. 4. The registered shares are converted into bearer shares upon their dematerialization on the basis of the Act as of 29 July 2005 on Trading in Financial Instruments On the grounds of Bank s Extraordinary General Meeting resolution no. 5 as of January 28, 2015 regarding the adoption of the rules of incentive program for the persons holding key roles in the Company and subsidiary companies, issuing the subscription warrants, conditional increase of share capital through issuance of new shares with exclusion of pre-emptive rights and amendments of Articles of Association, the Bank s share capital was conditionally increased by the amount of PLN 276,000 (two hundred seventy six thousand Polish zloty). 2. The conditional increase of share capital referred to in section 1 above is performed through issuing ordinary bearer series N shares with a nominal value PLN 2 (two Polish zloty) each, in the number not exceeding 138,000 (in words: one hundred thirty eight). 3. Series N shares shall be taken up by those entitled from series A, B, C, and D subscription warrants, issued on the basis of Bank s Extraordinary General Meeting resolution no. 5 as of January 28, 2015 regarding the adoption of the rules of incentive program for the persons holding key roles in the Company and subsidiary companies, issuing the subscription warrants, conditional increase of share capital through issuance of new shares with exclusion of pre-emptive rights and amendments of Articles of Association The share capital may be increased by issuing new shares or by increasing the nominal value of the existing shares. 2. Shares can be redeemed. The redemption is carried out in accordance with the applicable provisions of law. The method and terms of the shares redemption are defined by the resolution of the Shareholders Meeting. The redemption requires a consent of a shareholder whose shares are to be redeemed. The redemption cannot cause a decrease of the share capital below amount defined as minimum amount necessary to operate a Bank. Idea Bank Spółka Akcyjna z siedzibą w Warszawie,,, wpisana do rejestru przedsiębiorców prowadzonego przez

8 Duma Przedsiębiorcy 8/20 Bank s Bodies comprise of: (1) the Shareholders Meeting; (2) the Supervisory Board; (3) the Management Board of the Bank. IV. BANK S BODIES 8. The Shareholders Meeting The Shareholders Meeting takes place in Warsaw or in another venue on the territory of Poland indicated by the Management Board of the Bank. 2. The Shareholders Meeting may be ordinary or extraordinary. 3. An ordinary Shareholders Meeting is convened by the Management Board of the Bank, which indicates its date, and is held no later than 6 (six) months after each financial year. 4. The Supervisory Board is entitled to convene an ordinary Shareholders Meeting in the case where the Management Board of the Bank fails to convene meeting within the period of time defined in section 3 above. 5. An extraordinary Shareholders Meeting may be convened by the Management Board of the Bank acting on its own initiative or upon a motion submitted to the Management Board of the Bank by the Supervisory Board or upon a motion of a shareholder or shareholders representing at least 1/20 (one twentieth) of the share capital. Such a motion shall be submitted to the Management Board in writing or in an electronic form. An extraordinary Shareholders Meeting may be convened by the Supervisory Board if Supervisory Board deems it reasonable and if the Management Board of the Bank fails to convene an extraordinary Shareholders Meeting within two weeks from the date on which an appropriate motion has been submitted by the Supervisory Board. 6. With reservation of section 7 below the Shareholders Meeting is convened through an announcement on the Bank s website and in a manner defined for transmitting current information in accordance to provisions on public offering and conditions of introducing financial instruments to organized trading system and on public companies. 7. In the case where the Shareholders Meeting was not formally convened, the resolutions may be adopted if entire share capital is present and none of those present has raised objection concerning the holding of the Shareholders Meeting or introducing particular items to the agenda. 8. Motions of the Supervisory Board or a shareholder or shareholders representing at least 1/20 (one twentieth) of the share capital regarding the consideration of a given matter by the Shareholders Meeting should be submitted to the Management Board of the Bank. The Management Board of the Bank is obliged to include a matter presented in such a motion to the draft agenda of the Shareholders Meeting. A motion of a shareholder or shareholders should be submitted in writing to the Management Board of the Bank no later than 21 (twenty one) days before the suggested date of the Shareholders Meeting and should include a justification or a draft resolution concerning the proposed item of the agenda A subject matter of an ordinary Shareholders Meeting should include: (1) considering and approving of the Bank Management Board s report and a financial statement for the previous financial year; (2) adopting a resolution on distribution of profits or covering losses; (3) granting of approval to the members of Bank s governing bodies for performance of their duties. 2. The subject matter of an ordinary Shareholders Meeting may cover other matters. Idea Bank Spółka Akcyjna z siedzibą w Warszawie,,, wpisana do rejestru przedsiębiorców prowadzonego przez

9 Duma Przedsiębiorcy 9/ Adopting resolutions on the following matters is within exclusive competence of the Shareholders Meeting: (1) redemption of shares; (2) creating and liquidating special funds; (3) establishing rules and the level of remuneration for the members of the Supervisory Board; (4) amending the Articles of Association; (5) increasing or decreasing the share capital; (6) issuing shares, convertible bonds or bonds with right of priority and other securities allowed by law and establishing the conditions for their redemption; (7) appointing and dismissing members of the Supervisory Board; (8) considering other matters within the competence of the Shareholders Meeting according to the applicable provisions of law. 2. Purchase and sale of real estate, perpetual usufruct or a share in real estate does not require a resolution of the Shareholders Meeting. 12. Unless the provisions of the Code of Commercial Companies provide otherwise, the Shareholders Meeting is valid irrespective of the number of shares represented. 13. The resolutions of the Shareholders Meeting are adopted by the absolute majority of votes in the understanding of the Code of Commercial Companies, unless provisions of the Code of Commercial Companies or these Articles of Association provide otherwise. The resolutions shall be recorded by the notary public The Shareholders Meeting is opened by the President or a Vice-President of the Supervisory Board. Should they be absent, the Shareholders Meeting is opened by the President of the Management Board of the Bank or a person designated by the Management Board of the Bank. 2. The Shareholders Meeting elects the President of the Shareholders Meeting from among persons entitled to participate in the Shareholders Meeting. 3. Each Shareholder is entitled to participate in the Shareholders Meeting personally or through a representative having a written power of attorney entitling him/her to participate in the Shareholders Meeting and, if it is covered by the power of attorney, to exercise the voting right. 4. From the day on which the Bank gains a status of a public company the power of attorney entitling to participate in the Shareholders Meeting and to exercise the voting right may be granted in writing or in an electronic form. 5. It is possible to participate in the Shareholders Meeting by way of using means of electronic communication if the Management Board adopts such decision. Management Board adopts aforementioned decision in the case when Bank meets technical requirements necessary to participate in the Shareholders Meeting by way of using means of electronic communication, covering in particular: a. real-time Shareholders Meeting broadcast, b. real-time two-way communication, whereby the shareholders may take floor during the Shareholders Meeting while being in place other than venue of the Shareholders Meeting, c. exercising the voting right in person or through attorney-in-fact at the Shareholders Meeting or before Shareholders Meeting. In each case of convening the Shareholders Meeting, the Management Board decides whether participation in the Shareholders Meeting is possible by using means of electronic communication and which requirements and limitations of such a participation are necessary to identify the shareholders and to ensure the safety of the electronic communication. Idea Bank Spółka Akcyjna z siedzibą w Warszawie,,, wpisana do rejestru przedsiębiorców prowadzonego przez

10 Duma Przedsiębiorcy 10/20 6. The rules of the shareholders participation in the Shareholders Meeting or the method of acting during Shareholders Meeting as well as the method of the Shareholders communication with the Bank using means of electronic communication are defined by Bylaws of the Shareholders Meeting. The Bylaws of the Shareholders Meeting may authorize the Management Board to determine additional ways of shareholders communication with the Bank using means of electronic communication, other than the ones defined in the Bylaws. Additional ways of communication will be published by the Management Board in an announcement on convening the Shareholders Meeting. 7. Irrespective of above the Bank may transmit the Shareholders Meeting proceedings through the Internet and record the Shareholders Meeting proceedings and publish it on the Bank s website after the conclusion of the meeting. Supervisory Board The Supervisory Board consists of 5 (five) to 7 (seven) members being natural persons, appointed and dismissed by the Shareholders Meeting, for term of office equal to five years. 2. At least 2 (two) members of the Supervisory Board have to fulfill the criteria of Independent Members of the Supervisory Board. Additionally, at least one Independent Member of the Supervisory Board has to fulfill the criteria of independence defined in article 86 section 5 of the Act on Certified Auditors and has to have qualifications in the area of accountancy or financial audit. The same member of the Supervisory Board may fulfill criteria foreseen in Best Practices for WSE Listed Companies and in the Act on Certified Auditors. The requirements related to the nomination of candidates for Independent Members of the Supervisory Board have been defined in the Bylaws of the Supervisory Board. 3. The mandate of a Supervisory Board member expires at the latest on the day of the Shareholders Meeting during which the financial statement for the last full financial year of performing the function of the Supervisory Board member is approved. The mandate of a Supervisory Board member expires also in the case of death, resignation or dismissal from members of the Supervisory Board, and in the case of Independent Members of the Supervisory Board additionally when the feature of independence ceases to exist. The Supervisory Board or its individual members may be dismissed by the Shareholders Meeting before the end of the term of office. 4. If the mandate of an Independent Member of the Supervisory Board expires, the Management Board shall immediately convene a Shareholders Meeting and place an item regarding appointment of new members or changing the composition of the Supervisory Board in the agenda. As long as changes in the composition of the Supervisory Board related to the need of adjustment of the number of Independent Members of the Supervisory Board to the requirements stipulated in the Articles of Association are not introduced, the Supervisory Board shall work in its previous composition and, upon condition that it is composed of at least 5 (five) members, it shall preserve the ability to conduct meetings, adopting resolutions and performing other factual and legal activities, except for resolutions concerning matters described in 18 of the Articles of Association. The mandate of the Independent Member of the Supervisory Board does not expire until the composition of Supervisory Board is compliant with requirements on the number of Independent Members of Supervisory Board set forth in Articles of Association in the case where the number of members of Supervisory Board is lover than 5 (five) as a consequence of the expiry of mandate of the Independent Member of Supervisory Board due to the loss of independence feature. 5. With the effect from the introduction of at least one Bank s share to organized trading on Warsaw Stock Exchange in connection with initial public offering and on the condition that Controlling Shareholder possess Bank s shares constituting less than 20 % (twenty percent) of the total number of votes at the Shareholders Meeting, Independent Members of the Supervisory Board should constitute a majority of the members of the Supervisory Board. The Management Board shall immediately, not later than 7 (seven) days following the moment when Bank obtained information regarding the decrease of Controlling Shareholder s share in total number of votes at the Shareholders Meeting below 20 (twenty percent) convene the Shareholders Meeting with a date not exceeding 50 (fifty) days from the announcement and put in its agenda an item regarding appointment of Independent Members of the Supervisory Board in order to adjust its composition. Unless the provisions of these Articles of Association stipulate otherwise, until the composition of the Supervisory Board is adjusted to requirements of 15 section 5 of these Articles of Idea Bank Spółka Akcyjna z siedzibą w Warszawie,,, wpisana do rejestru przedsiębiorców prowadzonego przez

11 Duma Przedsiębiorcy 11/20 Association the Supervisory Board is capable to conduct meetings, adopt resolutions and perform other legal and factual activities. According to 15 section 5 of these Articles of Association, within the regime of appointing of the Independent Members of Supervisory Board 16 of these Articles of Association shall be applied accordingly section 5 of the Articles of Association shall be applicable under the condition that no other Bank s shareholder (exclusive of the Controlling Shareholder) owns shares representing more than 50% (fifty percent) plus 1 (one) share of the total number of votes at the Shareholders Meeting With reservation of 16 section 2 and 3, the Shareholders Meeting appoints Independent Members of the Supervisory Board from among the candidates nominated by a Minority Shareholder, with the effect from day of introduction to the organized trading on Warsaw Stock Exchange of at least one Bank s share in relation to initial public offering of the Bank s shares. The Majority Shareholders and Related Parties cannot nominate candidates for Independent Members of the Supervisory Board, unless this 16 stipulates otherwise. 2. The voting rights of the Majority Shareholders during the appointment of Independent Members of the Supervisory Board are restricted in a manner that none of them may exercise more than 10 % (ten percent) of the total number of votes at the Shareholders Meeting existing in the Bank on the date of Shareholders Meeting proceedings. A Controlling Shareholder, a Related Party and each person acting in concert with them, in the understanding of the Act on Public Offering, shall be excluded from exercising of the voting rights during the appointment of Independent Members of the Supervisory Board. 3. Each Minority Shareholder has a right to nominate maximum 5 (five) candidates for Independent Members of the Supervisory Board elected by the Shareholders Meeting. With reservation to the provisions of the Code of Commercial Companies concerning convening of shareholders meetings in a public company, a candidate for an Independent Member of the Supervisory Board has to be nominated no later than 7 (seven) days before the appointed date of the Shareholders Meeting. The application of a candidate should contain his CV and indicate the number of shares and number of votes represented by the Minority Shareholder submitting particular candidate. The candidatures proposed by the Minority Shareholder representing largest number of votes at the Shareholders Meeting are voted as first during the voting over proposed candidacies. 4. If no candidate is submitted in the manner described in 16 section 1 3, all shareholders are entitled to submit candidacies until the Shareholders Meeting. 5. In case where the Shareholders Meeting does not appoint at least two Independent Members of the Supervisory Board though at least one candidate was submitted in accordance with the procedure described in 16 section 1-4, next Shareholders Meeting is convened which shall appoint one or two Independent Members of Supervisory Board respectively (thus the Supervisory Board consist of at least two independent members). The Shareholders Meeting shall be convened immediately, but no later than within a month from previous Shareholders Meeting and the date of such Shareholders Meeting shall be designated within minimal period of time permitted by applicable law from the announcement considering convening of Shareholders Meeting. 6. In the case of convening another Shareholders Meeting, mentioned in 16 section 5, all shareholders are authorized to submit their candidates for Independent Members of the Supervisory Board until the date of Shareholders Meeting, provided that these candidates are different from candidates submitted on Shareholders Meeting which failed to appoint one or two Independent Members of the Supervisory Board respectively. 7. If the Shareholders Meeting described in 16 section 6 does not appoint one or two Independent Members of the Supervisory Board respectively, on the next Shareholders Meeting which the Management Board should convene within the period defined in 16 section 6, all shareholders have the right to submit candidates for an Independent Member of the Supervisory Board and restriction set forth in 16 section 2 is not applicable. 8. Dismissing of Independent Member or Independent Members of the Supervisory Board may occur only upon simultaneous appointment of equal number of Independent Members of the Supervisory Board with due observance of the procedure stipulated in 16. Idea Bank Spółka Akcyjna z siedzibą w Warszawie,,, wpisana do rejestru przedsiębiorców prowadzonego przez

12 Duma Przedsiębiorcy 12/20 9. For the purposes of these Articles of Association the votes of shareholders between whom there are relations of domination or dependence are summed up. A dominant entity and a subsidiary entity for the purposes of this paragraph means a person: (i) who fulfills prerequisites described in Article 4 1 point 4) of the Code of Commercial Companies or (ii) whose votes resulting from the Company s shares held directly or indirectly are subject to cumulating with the votes of another person or other persons on conditions defined in the provisions of the Act of July 29, 2005 on public offering and conditions of introducing financial instruments to organized trading and on public companies in relation to holding, selling or purchasing of major stakes of shares. 10. An Independent Member of the Supervisory Board may be dismissed irrespective of the requirements described above in section 8 if an Independent Member of the Supervisory Board has been accused of any crime defined in Chapters XXXIII XXXVII of the Act of June 6, 1997 Penalty Code, and in the following Articles of the Act of September 15, 2000 Code of Commercial Companies: 585(2), 587, 590 and 591 and in the following articles of the Act of July 29, 2005 on trading in financial instruments: 179, 180, 181, 182, 183 and 184; or if he/she was entered to the Register of Insolvent Debtors maintained on the grounds of the Act of August 20, 1997 on the National Court Register or if he/she was convicted with a final judgment for any intentional crime prosecuted by public indictment or for intentional fiscal crime or if it has proven that contrary to the statement presented before Bank, he/she was engaged in activities competitive to the Bank s activities at the moment of submitting the statement or he/she was participating in a company competitive to the Bank as a partner in a civil law partnership or a partnership, or as a member of a governing body of a capital company or he/she does not informed the Supervisory Board about engagement in activities competitive to the Bank or about participation in company competitive to the Bank as a partner in civil law partnership or partnership or as a member of governing body of a capital company within 3 days from commencement of such activities. 17. The Supervisory Board performs permanent supervision of the Bank s activities. With due observance of the provisions of 18, the Supervisory Board is solely competent for the following issues: (1) establishing the number of the Bank s Management Board members and accepting the division of competences between the members of the Bank s Management Board, appointing and recalling the President of the Management Board, the Vice-President of the Management Board and other members of the Bank s Management Board; (2) suspending individual or all members of the Bank s Management Board for the important reasons and delegating the Supervisory Board s members for a period of time not longer than three months to temporary perform the activities of the Bank s Management Board members who have been dismissed, who have resigned or who cannot perform their duties for other reasons; (3) approving long-term development plans and annual financial plans of the Bank; (4) approving motions of the Bank s Management Board related to creating or changing the Bank s organizational structure; (5) establishing the remuneration for the Bank s Management Board members; (6) approving motions of the Bank s Management Board in relation to purchasing of real estate, exclusive of real estate purchased within enforcement procedure regarding Bank s receivables; (7) approving proposals to sell tangible assets of the Bank with a total balance sheet value exceeding 15% (fifteen per cent) of the Bank s equity; (8) granting a consent to establish a pledge or mortgage on the Bank s assets; (9) appointing a certified auditor carrying out an audit of the annual financial statement of the Bank; (10) granting a consent for a Bank to join capital companies, including purchasing and taking up of shares, except of purchasing shares and assets of other companies as a result of satisfying the Bank s receivables in enforcement proceedings and extra-enforcement proceedings; (11) granting a consent to conclude any transaction between the Bank and entities related to the Bank, inclusive of the Bank s shareholders and entities related to such shareholders if these transactions exceed the scope of ordinary actions related to the Bank activities; Idea Bank Spółka Akcyjna z siedzibą w Warszawie,,, wpisana do rejestru przedsiębiorców prowadzonego przez

13 Duma Przedsiębiorcy 13/20 (12) approving performance of any disposals and contracting obligations which total value in relation to one entity exceeds 5 % (five percent) of Bank s equity, unless such disposal or obligation were foreseen in Bank s approved annual financial plan; (13) granting a consent to conclude credit contracts by the Bank and to grant guaranties which total value vis a vis one entity exceeds EUR 1,000,000 (one million Euro); (14) approving the Bylaws of the Bank s Management Board and other bylaws anticipated in the Articles of Association and in the banking law; (15) reviewing the annual financial statement of the Bank and the report of the Bank s Management Board, the Bank s Management Board motions on distribution of profits or covering of loses, presenting the Shareholders Meeting with an annual written report on the results of the above-mentioned review; (16) granting a consent to pay out by the Bank s Management Board an advance payment for the purposes of the anticipated dividend in case where conditions stipulated in 34 section 2 below are met; (17) considering and giving opinion on motions and issues requiring a resolution of the Shareholders Meeting; (18) conducting other activities within the scope described in the Articles of Association and provisions of law, especially in the Banking law and the Code of Commercial Companies With the effect from the day of introducing of at least one Bank s share to organized trading system in connection with initial public offering, the consent of two Independent Members of Supervisory Board is necessary to conclude a transaction by the Bank or its Subsidiaries with a Related Party which value exceeds 1 % (one percent) of the Bank s equity. The consent may be granted by using means of electronic communication. 2. The Management Board of the Bank shall ensure that appropriate corporate documents of any Subsidiary include regulations on the basis of which each Subsidiary shall be ultimately obliged to obtain a consent of both Independent Members of the Supervisory Board to conclude any transaction with a Related Party indicated in 18 section 1. The consent may be granted by using means of electronic communication The Supervisory Board appoints an Audit Committee consisting of at least 3 (three) of its members, inclusive of two Independent Members of the Supervisory Board of whom at least one should fulfill the independency qualifications described in the Act on Certified Auditors and have qualifications in the area of accountancy or financial audit. The tasks of the Audit Committee include, in particular: (1) supervising the organizational unit responsible for internal audit; (2) monitoring of the process of financial reporting; (3) monitoring efficiency of internal control system, internal audit and risk management; (4) monitoring of the performance of financial audit; (5) monitoring independence of the auditor and the entity authorized to audit financial statements, including the cases when services other than financial audit are provided for the Bank; (6) recommending to the Supervisory Board the entity authorized to review financial statements and to carry out financial audit of Bank. 2. The Supervisory Board may also appoint other committees, in particular remuneration and appointment committee and committee for corporate governance and compliance. Detailed obligations and rules of appointment and functioning of committees shall be determined by resolution of the Supervisory Board on appointing such committees The Supervisory Board elects a President and a Vice-President of the Supervisory Board from among its members. 2. In order for each Supervisory Board s resolution to be valid it is necessary that all members of the Supervisory Board be invited to the meeting and that at least a half of them be present at the meeting, including the President or Vice- Idea Bank Spółka Akcyjna z siedzibą w Warszawie,,, wpisana do rejestru przedsiębiorców prowadzonego przez

14 Duma Przedsiębiorcy 14/20 President. The Supervisory Board s resolutions are adopted by absolute majority of votes. If there is a tie vote, the vote of the Supervisory Board s President is decisive. 3. The Supervisory Board acts on the basis of bylaws prepared by itself, which defines especially its internal structure and the operating mode The meetings of the Supervisory Board should be convened as necessary, however not less frequent than three times in a financial year. 2. The meetings of the Supervisory Board may be convened on the own initiative of the Supervisory Board s President or Vice-President acting upon Supervisory Board President s authorization. The President of the Supervisory Board is also obliged to convene a Supervisory Board s meeting upon a motion of any of its members or upon a motion of the Bank s Management Board or upon a motion of a shareholder or shareholders representing at least 1/10 (one tenth) of the share capital. 3. The members of the Supervisory Board may participate in adopting the Board s resolutions by casting their vote in written form through another member of the Supervisory Board. Voting in writing may not take place in the case of issues introduced to the agenda during the meeting of the Supervisory Board. This way of voting cannot take place while adopting resolutions on appointing the President and a Vice-President of the Supervisory Board, appointment of a member of the Bank s Management Board and recalling and suspending those persons. 4. The resolutions of the Supervisory Board may be adopted through written voting or with the use of direct remote communication means without convening a meeting if all members of the Supervisory Board have been notified on the subject matter of the draft resolution. Resolutions on the appointment of the President and Vice-President of the Supervisory Board, on the appointment of a member of the Bank s Management Board and on the dismissing and suspension of these persons cannot be adopted in this manner. The Management Board of the Bank 22. The Management Board of the Bank consists of at least 3 (three) members, including the President of the Management Board. The Supervisory Board may appoint from among the members of the Management Board the First Vice- President, a Vice-President or Vice-Presidents of the Management Board The members of the Bank s Management Board are appointed and dismissed by the Supervisory Board. A term of office of a member of the Bank s Management Board equals 3 (three) years. The mandate of the member of the Bank s Management Board expires at the latest on the day of a Shareholders Meeting approving a financial statement for the last full financial year during which the member of the Management Board performed his duties. The mandate of the member of the Bank s Management Board expires also upon death, resignation or dismissal of such a member. 2. The appointment of two members of the Bank s Management Board, including the President of the Bank s Management Board, requires a consent of the Financial Supervision Authority. The motion for granting the consent is submitted by the Supervisory Board. 3. If the members of the Management Board are suspended, die or are dismissed or if they are unable to perform their duties permanently and if the number of the members of the Bank s Management Board is lower than the one determined in 22 of these Articles of Association, the Supervisory Board immediately undertakes appropriate actions in order to supplement the composition of the Bank s Management Board The Management Board of the Bank conducts the Bank s affairs and represents Bank in relations with other entities. 2. The Management Board of the Bank issues internal regulations related to the Bank s activities in the form of resolutions, unless the issuing of such resolutions has been reserved for other bodies of the Bank. Idea Bank Spółka Akcyjna z siedzibą w Warszawie,,, wpisana do rejestru przedsiębiorców prowadzonego przez

15 Duma Przedsiębiorcy 15/20 3. The Management Board of the Bank, with reservation to 25 and 26 below, adopts the division of competences between the members of the Bank s Management Board in the form of a resolution The President of the Management Board coordinates the activities of the Bank s Management Board. To the competences of President of the Management Board belongs especially: (1) deciding about the Bank s product policy and the product sales policy; (2) supervision over the internal audit organizational unit functioning in the Bank; (3) managing the employment policy of the Bank. 2. If the President of the Management Board is absent and in any other case in which he/she cannot perform his/her duties, he/she is substituted in the internal matters by the First Vice-President of the Management Board and if First Vice-President of the Management Board is absent or if this position is vacant, the President of the Management Board is substituted by the Vice-President of the Management Board or a member of the Bank s Management Board designated by the President of the Management Board. 26. To the responsibilities of a member of the Bank s Management Board appointed upon a consent of the Financial Supervision Authority belongs especially credit risk management in the Bank. 27. The Bank s Management Board acts on the basis of Bylaws of the Bank s Management Board approved by a resolution of the Supervisory Board Issuing declarations of will on behalf of the Bank requires cooperation of two members of the Bank s Management Board or cooperation of one member of Bank s Management Board with a proxy. 2. The attorneys-in-fact may be appointed to conduct specific type of operations or particular transaction. Such attorneys-in-fact may act independently or jointly with member of the Management Board, proxy or other attorney-infact, within their scope of authorization. 29. The Bank s Management Board is competent in all matters not reserved by the provisions of law or these Articles of Association for competence of other Bank bodies The decisions of the Bank s Management Board are made in the form of resolutions. 2. The Members of the Management Board may issue directives. The President of the Management Board may issue decisions. The directives of the Members of the Management Board and the decisions of the President of the Management Board may be issued within the areas which belong to their competences and in the matters regarding internal functioning of organizational units of the Company or their composition and they shall not be related to the relationships of the Company with external entities. The directives and decisions may be adopted in cases referred to in the Company s documents adopted by way of resolution of the Management Board The Management Board of the Bank adopts resolutions during its meetings. 2. A meeting of the Bank s Management Board is valid and resolutions of the Bank s Management Board are binding if all its members have been notified about the meeting and majority of the Management Board s members is present at the meeting. Idea Bank Spółka Akcyjna z siedzibą w Warszawie,,, wpisana do rejestru przedsiębiorców prowadzonego przez

16 Duma Przedsiębiorcy 16/20 3. Resolutions are adopted with simple majority of votes. Each member of the Bank s Management Board has one vote. Should there be a tie-vote, the vote of the President of the Management Board is decisive. 4. The voting is open. 5. In the case of conflict between the interest of the Bank and personal interests of a member of the Bank s Management Board, such member should refrain himself/herself from deciding in such cases. 6. Minutes are prepared at the meetings of the Bank s Management Board. V. SHAREHOLDERS RIGHTS The shareholders have a preemption right in the case of a new issue of shares in relation to the number of shares owned, unless the Shareholders Meeting excludes this right in the interest of the Bank through a resolution on an increase of the share capital. 2. The preemption right to a new issue of shares may be excluded towards all shares or only a certain type of shares. 33. In the case of Bank s liquidation, the division of the Bank s assets left after the Bank s creditors have been satisfied, is carried out proportionately to the nominal value of shares owned by the shareholders, with the preservation of the shares privilege described in 6 section 2, point (3) of these Articles of Association Any dividend payment on the grounds of 10 section 1, point (2) of the Articles of Association may be performed within periods of time established by the Shareholders Meeting. 2. With a consent of the Supervisory Board the Bank s Management Board may pay its shareholders an advance payment on the account of the anticipated dividend if the financial statement of the Bank for the last financial year, reviewed by the certified auditor, indicates profit and the Bank has sufficient funds to make such a payment. The advance payment may constitute maximally a half of the profits earned from the end of the previous financial year indicated in the financial statement increased by reserve capitals created out of profits which may be administered by the management board for the payment of the advances and decreased by uncovered losses and own shares. 35. Selling and pledging the registered shares is dependent on the consent of the Bank. The consent for selling registered shares is granted by the Bank s Management Board in writing under pain of nullity within 14 (fourteen) days from the day of submitting a motion in this matter. If the Bank rejects selling or pledging the shares it should, indicate another purchaser within 30 (thirty) days, who shall pay the price established with the owner within 14 (fourteen) days. Should the price not be established with the shares owner within 14 (fourteen) days from the day of indicating the purchaser by the Bank s Management Board, the price shall be established by the Certified Auditor. VI. BANK S FUNDS AND RULES OF FINANCIAL ECONOMY 36. The Bank s funds consist of: (1) the share capital; (2) the supplementary capital; (3) the reserve capital; (4) the fund of general risk for unidentified risks of the Bank s activities; (5) other funds according to the applicable provisions of law and the resolutions of the Shareholders Meeting. Idea Bank Spółka Akcyjna z siedzibą w Warszawie,,, wpisana do rejestru przedsiębiorców prowadzonego przez

17 Duma Przedsiębiorcy 17/ The supplementary capital is provided for covering balance losses arising from the Bank s activities. 2. The supplementary capital is created from annual write-offs from net profit amounting to at least 8% (eight percent) of that profit until the capital amounts to at least 1/3 (one third) of the share capital, from surplus arising from issuing shares above their nominal value and from the remaining surplus after the costs of issuing the shares have been covered, and from additional payments made by shareholders as consideration for special rights granted to their existing shares without increasing the initial capital if these additional payments are not used for covering extraordinary write-offs or losses. 3. The Shareholders Meeting decides on using the supplementary capital; however, a part of the supplementary capital amounting to 1/3 (one third) of the share capital may be used only for covering a loss indicated in the financial statement The reserve capital is created from write-offs from net profit, independently of the supplementary capital, in order to cover special losses and expenditures defined by the Shareholders Meeting. 2. The amount of the write-offs is defined by the Shareholders Meeting. The Shareholders Meeting decides about using the reserve capital. 39. The Shareholders Meeting decides on using the fund of general risk for unidentified risks of the Bank s activities. 40. The Shareholders Meeting may create other funds which source and purpose shall be defined by a resolution of the Shareholders Meeting. 41. The net income of the financial year is subject to division in accordance with a resolution of the Shareholders Meeting and may be allocated to: (1) the supplementary capital; (2) the reserve capital; (3) the shareholders dividends; (4) the general risk fund for unidentified risks of the Bank s activities; (5) other funds and purposes The financial year of the Bank equals the calendar year. 2. The Bank s accountancy is maintained according to the provisions of law applicable in Poland. 3. The annual financial statement should be: (1) prepared within 3 (three) months from the balance sheet date and presented to the appropriate bodies of the Bank; (2) approved by the Shareholders Meeting convened in accordance with 10 of these Articles of Association, within 6 (six) months from the balance sheet date; 4. The annual financial statement, an opinion of the Certified Auditor, a copy of the resolution of the Shareholders Meeting on approving the annual financial statement and distribution of profits or covering of losses and a report on company s operations should be submitted to an appropriate court register within 15 days from the date of approval of the annual financial statement. Idea Bank Spółka Akcyjna z siedzibą w Warszawie,,, wpisana do rejestru przedsiębiorców prowadzonego przez