Bylaws of the MANAGEMENT BOARD of Raiffeisen Bank Polska S.A. (the Bank ) in the wording of the resolution of the Supervisory Board dated 26 June 2017

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1 Bylaws of the MANAGEMENT BOARD of Raiffeisen Bank Polska S.A. (the Bank ) in the wording of the resolution of the Supervisory Board dated 26 June 2017 Article 1 1. The Management Board consists of at least three members to be appointed by the Supervisory Board for a joint term of office of five years. Repeated terms of office are permitted. 2. The President of the Management Board convenes, presides and conducts the meetings of the Management Board; the First Vice-President of the Management Board has such President s rights and duties in case of the President s disability or absence. If the First Vice-President is not appointed or is prevented from carrying on his duties, the meeting of the Management Board shall be convened and presided over by the Vice-President of the Management Board selected in the order in which the Vice-President were elected by the Supervisory Board. If no Vice-President of the Management Board was appointed, the meeting of the Management Board shall be convened and presided by the ordinary Management Board member selected in the order in which the ordinary member was elected by the Supervisory Board. 3. The Supervisory Board may recall a member of the Management Board at any time for no apparent reason. 4. The Supervisory Board determines the remuneration of the members of the Management Board. Article 2 1. The Management Board shall observe its duties in accordance with applicable law, the Bank s Articles of Association, these Bylaws and other relevant general or internal regulations, including any Internal Law applicable to companies of the group of Raiffeisen Bank International AG ( Group ). 2. The Management Board acts on behalf of the Bank in full self-reliance and it shall decide on all matters unless such activities fall within the competences of the General Meeting or the Supervisory Board. 3. The members of the Management Board shall agree on the allocation of competences among the members (Management Board Organisational chart), subject to the approval of the Supervisory Board. The Management Board Organisational chart forms an integral part of these Bylaws.

2 2 4. The members of the Management Board shall keep each other informed about all management activities and the business activities of the Bank. Fundamental decisions shall be within the competence of the entire Management Board. Such decisions shall include, in particular, the concrete formulation of goals of the Bank and the definition of the Bank s strategy. Article 3 1. The Management Board shall seek prior approval of the Supervisory Board in a form of a resolution in connection with its business activities conducted on behalf of the Bank as set out in the Bank s Articles of Association or if so required by applicable laws, including: a) acquiring any asset or business or contract to do so (whether by a single transaction or a series of transactions) otherwise than in the ordinary and proper course of business where the estimated value of such transaction exceeds in aggregate EUR 10 million in respect of a single transaction or a series of related transactions, unless provided for in the business plan; b) selling, transferring, leasing, assigning, or otherwise disposing of the whole or a part of any property and/or assets (or any interest therein) otherwise than in the ordinary and proper course of business where the estimated value of such transaction exceeds in aggregate EUR 20 million in respect of a single transaction or a series of related transactions, unless provided for in the business plan; c) entering into any joint venture or profit-sharing agreement or entering into any collaboration agreement where the value of such arrangement exceeds an annual threshold of EUR 20 million; d) opening any new branch or any other investment spending, other than in accordance with the business plan, each of which exceeding an annual aggregate threshold of EUR 5 million; e) executing transactions or understandings with the Bank s related entities within the meaning of the Best Practices of the WSE Listed Companies or with a shareholder who holds at least 5% of the total votes at the Bank s General Meeting, other than typical transactions concluded on an arm s length basis with the entities from the Bank s capital group in the course of normal business, where the estimated value of such transaction does not exceed in aggregate EUR 10 million in respect of a single transaction or a series of related transactions, unless provided for in the business plan; f) changing the accounting policies or principles in the preparation of audited accounts which may have a material impact on such accounts; g) providing any guarantee or creating or granting any permission to create, any mortgage, charge, encumbrance or other security on any

3 3 asset other than arising from the scope of the Bank activities specified in 6 of the Bank s Articles of Association where the relevant amount being guaranteed or secured exceeds or may exceed EUR 20 million in principal amount in aggregate; h) concluding and terminating consortium agreements and other agreements with entities which are not affiliates of the Bank concerning the manner of voting in controlled or affiliated entities of the Bank, as well as option contracts and other similar agreements which can influence the value of the Bank s shares in affiliated or controlled entities or which may restrict the tradability of the shares; i) decisions as regards the manner of exercising the voting right at a shareholder s meeting with regard to profit sharing in controlled and affiliated entities, if such an entity is a banking or a credit institution within the meaning of relevant EU directives; j) issuing bonds, excluding convertible bonds or priority bonds, taking subordinated loans and other liabilities which may have an impact on the control over the Bank s management or sharing the profit among the Bank s shareholders; k) acquisition and disposal of fixed assets, if such operations exceed the following limit: any additional investment which exceeds 5% of the Bank s annual budget for capital expenditures ( CAPEX ) as approved by the SB according to para v) hereof; l) acquisition and disposal of real estate or encumbering real estate owned by the Bank, as well as concluding any agreements relating to real estate owned by the Bank, unless the real estate was acquired by the Bank as a result of debt recovery proceedings, as well as disposal or encumbering real estate acquired as a result of such proceedings; m) concluding real estate tenancy or lease agreements in favour of the Bank as well as agreements relating to the above-mentioned tenancy or lease agreements if an operational expenditure impact ( OPEX ) (i.e. rental fees for all areas considering VAT in case of nondeductibility plus costs for fittings if applicable, calculated over the entire contract period) exceeding EUR one million; n) specifying limits of country risks, exchange risks, interest rate risks; o) concluding employment agreements and arrangements which provide for the acquisition of additional rights, such as compensation, bonuses, fees, commissions, share options, pension rights or other remuneration or entitlements, upon the expiry or termination of employment with the Bank; p) specification of general rules regarding employee bonuses (including the approval of the bonus pool) and general principles of the

4 4 remuneration policy (inclusive of salaries and discretionary pension benefits) for all employees including Management Board, senior management, risk takers, staff engaged in control functions and any employee receiving total remuneration that takes them into the same remuneration bracket as senior management and risk takers, whose professional activities have a material impact on their risk profile ( Identified Staff ); q) introducing and amending the Bank s remuneration policy for the Bank s Identified Staff; r) approving candidates for the supervisory or management boards of entities controlled by the Bank or affiliated with it; s) granting or extending loans including internal credit lines and contingent liabilities and granting or extending other credit or risk limits to members of the Management Board and the Supervisory Board of the Bank; t) approving the principles and the (decision making) procedure for granting or extending loans including internal credit lines and contingent liabilities and granting or extending other credit or risk limits to employees of the Bank; u) approving large exposures within the meaning of the relevant provisions including credit lines and contingent liabilities and other exposures to a single client or a group of connected clients (as defined by applicable law and standards of European Law); v) approving the business plan of the Bank (including annual budget prepared under IFRS of the Bank and of its consolidated companies), as well as replacement thereof with a new plan or introduction of any changes thereto and the Bank s business policy (including the corporate mission, medium and long-term strategy and business model); w) allocating responsibilities among the members of the Management Board (Management Board Organisational chart), and any changes thereof; x) approving the risk policy (including any annual credit risk policy) and any material change to such risk policy, unless such change is imposed by the relevant banking supervision authority or the Banking Law and then only after such imposition has been discussed by the Supervisory Board to the extent lawfully permissible. 2. Unless it is not required to obtain the Supervisory Board s approval pursuant to item (1), the Bank s Articles of Association or applicable laws, the Management Board shall obtain the Supervisory Board s opinion in connection with the following matters:

5 5 a) annual funding plan of the Bank for funding transactions in foreign and local currency with a tenor exceeding one year (e.g. any issue of bonds or other financing instruments, any borrowing of loans and funds, acceptance of money market deposits) and any deviations thereof; customer deposits in the ordinary course of business shall not be considered as part of the annual funding plan referred to in this point; b) appointment and liquidation of organizational units of the Head Office as well as Bank s local organizational units; c) any matters to be proposed to the General Meeting for final decision; d) decisions concerning any participation of the Bank (i.e. equity instruments except if held for trading purposes) with respect to: (i) acquisition, establishment, disposal or liquidation of a participation or any part thereof (irrespective if in the course of normal business activity or debt restructuring) directly or indirectly via a subsidiary; (ii) (iii) (iv) holdings in or establishment of joint ventures with other companies, directly or indirectly via a subsidiary; restructuring measures (e.g. merger or demerger) which directly involve the Bank by either disposing of its assets or taking over the respective participation s assets or commitments, and any restructuring measures in which subsidiaries are involved; capital measures (e.g. capital increase or capital reduction) in any subsidiary; e) acquisition, establishment or disposal of or investment in any kind of investment structure (e.g. trusts, funds or similar), unless made for trading purposes (recognized as trading assets) or already approved under point d) above; f) concluding and terminating agreements on the sharing of profits or the assumption of liabilities for losses, tax group agreements or similar agreements by the Bank; g) acquisition or disposal including the establishment of mortgages and encumbrances of real estate (or any part thereof) owned by the Bank or by any of its subsidiaries and used by the Bank as Head Office, Regional Office or Back Office/Operation Centre (including any redimensioning of already owned premises) if either the asset value of the real estate (i.e. the price at which the respective premises are offered for sale either by the Bank or a third party) exceeds EUR one

6 6 million (excl. investment costs for fittings or refurbishment costs) or the size is more than 1.000sqm gross usable area; h) conclusion of tenancy agreements or lease agreements in respect of real estate (or any part thereof) used by the Bank as Head Office, Regional Office or Back Office/Operation Centre (including any redimensioning of already rented premises) if the contract period equals to or exceeds five years (in case of several consecutive agreements the entire contract period is relevant); i) adopting internal regulations concerning the organisation of, and authority with respect to loan decisions including Bylaws of the Credit Committee specifying the issues requiring the prior opinion of the Supervisory Board; j) decisions on loans, credit or other risk limits, contingent liabilities and other exposures to a customer or a group of connected customers and country risk decisions requiring the opinion of the Supervisory Board based on Article i) above; k) adopting internal regulations concerning the organisation of, and authority with respect to problematic exposures including Bylaws of the Problem Loan Committee specifying the issues requiring the prior opinion of the Supervisory Board; l) decisions on limits, restructuring, creation or dissolution of provisions and write-off of problematic exposures of a single customer or a group of connected customers requiring the opinion of the Supervisory Board based on Article k) above; m) acquiring or disposing a customer retail portfolio (e.g. retail credit portfolio), if the effect on the Bank s existing retail risk weighted assets ( RWAs ) is equal to or exceeds 5%, and acquiring or disposing a non-retail portfolio, if the effect on the Bank s existing non-retail RWAs is equal to or exceeds 10%; n) introduction or substantial changes of compensation or incentive schemes or other benefits schemes (however benefit schemes only if annual costs exceed 10% of annual total of the Bank s salary payment); o) introduction or substantial changes of any pension plan, severance plan or insurance plan or other benefit scheme granting any benefits to employees or their families or other persons who have a contractual relationship with the Bank at or following retirement or any other termination of employment or contractual relationship to the Bank; p) introduction or substantial changes of any equity plan (e.g. stock options) or profit sharing plan applicable to the employees or their

7 7 families or other persons who have a contractual relationship with the Bank; q) introduction or substantial changes of retention bonus programs; r) annual selection of the Bank s Identified Staff; s) entering into agreements with any member of the Supervisory Board by which such member of the Supervisory Board undertakes to perform services to the Bank or any of its subsidiaries beyond its responsibility as a Supervisory Board member, if such services will be rendered against payment of more than a mere nominal fee; this applies also to agreements with enterprises in which any Supervisory Board member has a substantial economic interest. The exercise of functions within the Group or the mere exercise by a Supervisory Board member of duties as a member of the board of management or as a managing director shall not result in the relevant enterprise being considered an enterprise in which the Supervisory Board member has a substantial economic interest unless the circumstances give reason to believe that the Supervisory Board member draws a personal benefit from such enterprise; t) adopting the Operational Bylaws of the Bank; u) granting commercial proxies, excluding branch commercial proxies. 3. Notwithstanding additional reporting requirements that are established by law, or by the Supervisory Board (including the safe-guarding of any statutory reporting requirements as established for consolidation purposes or otherwise in the interest of any Group company) the Management Board shall in addition to the annual report, especially on the basis of the forecasts contained in the budget, present a comprehensive interim report to the Supervisory Board at least on a quarterly basis regarding the current situation, the Bank s business activities, the assets and liabilities structure, an assessment of the risks prevalent and the risk management in place at the Bank and its subsidiaries, and the development of the Bank including its subsidiaries and associated companies in a format specified by the Supervisory Board ( Quarterly Management Report ). 4. Timely before the beginning of each business year the Management Board shall prepare a budget which shall be submitted to the Supervisory Board for approval. The Management Board shall at least once a year present a report on the auditing plan and any material findings to the Supervisory Board. In addition, it shall present a report on the quality of the local compliance management including the assessment of compliance risks and a report on the anti-corruption measures in the Bank to the Supervisory Board on a regular basis.

8 8 5. In addition the Management Board shall be required to report to the Supervisory Board immediately any developments and events that may have a significant impact on the Bank, its subsidiaries or the Group. 6. The Management Board shall discuss on the strategic orientation of the Bank together with the Supervisory Board and discuss the state of realization of the strategy with the Supervisory Board within the course of its regular reporting. 7. In order to safeguard the compliance of the Group with any legal requirements of applicable regulation or Group requirements relating to control and information on risks in banking transactions, the Management Board shall ensure that the taking of risks in banking transactions (including the purchase or sale of securities) and the allocation of limits to customers or groups of connected customers are continuously reported to the Supervisory Board in such manner as to allow (i) the monitoring of exposures to customers or groups of connected customers and of the solvability within the Group (ii) any intervention of the Supervisory Board in case of any infringement or potential infringement. 8. The Management Board shall prepare timely the annual accounts plus annex and the consolidated annual accounts for the preceding business year as well as the annual report and the consolidated annual report according to IFRS-accounting-standards, and any other information necessary to enable the Group to prepare consolidated annual reports according to IFRSaccounting-standards on time. Article 4 1. The meetings of the Management Board shall be convened by the President of the Management Board on his own initiative or upon request of the Management Board member, whenever it is necessary to pursue the Bank s activities. As a rule meetings of the Management Board shall be convened at least twice a month. The President of the Management Board determines the place of the meeting and presides over the meeting. This includes his acting as the chairman of the meeting, and the determination of the order of the subjects on the agenda, the method of voting and the majority. 2. Upon the request of any member of the Management Board specifying the purpose and subject of such meeting, the President of the Management Board shall convene a meeting of the Management Board as soon as practicable and deemed necessary. 3. All proposed business activities to decide on shall be notified to the members of the Management Board in advance and documents relevant to adopt a resolution on by the Management Board shall be delivered to every member of the Management Board in time, however, one working day before the meeting of the Management Board at the latest.

9 9 4. In case documents relevant to adopt a resolution on have not been delivered in time, a resolution can be adopted if no member of the Management Board present at the meeting objects. In case any resolution has not been announced duly such resolution can be adopted only if all members of the Management Board are present and do not object to such form of decision making provided that in urgent cases the resolution may be adopted regardless the presence of all Management Board members, if no member of the Management Board present at the meeting objects to such form of decision making. Article 5 1. The person presiding the meeting of the Management Board determines the method of voting. If more than one resolution is voted on, the most comprehensive resolution shall be voted first. 2. Resolutions of the Management Board adopted at the meeting shall require a simple majority of valid votes cast. 3. As a general rule, resolutions shall be adopted in meetings of the Management Board. Resolutions of the Management Board can also be adopted in writing, via or by similar direct means of (electronic) communication by the absolute majority of valid votes cast, provided that all members of the Management Board have been informed on and all members have agreed to to this form of adoption of a resolution. In this case, however, the resolution shall be confirmed by minutes signed by all members of the Management Board who took part in voting, which shall be annexed to the minutes of the next regular meeting of the Management Board. 4. Abstentions from voting are not considered valid votes and are therefore not counted when calculating the number of votes. Article 6 1. The President of the Management Board shall be responsible for drafting and keeping of the minutes of the Management Board s meetings; the minutes shall be drafted in Polish language and shall, if so requested by the Supervisory Board, be translated in English language. The President of the Management Board may choose a person from outside the Management Board to act as a meeting secretary. 2. The minutes of the Management Board s meetings shall be signed by all members present; a copy of the signed minutes shall be dispatched to all members of the Management Board and, upon request, to the Chairman of the Supervisory Board. 3. Upon the request of a member of the Management Board, an opinion dissenting from a resolution of the Management Board shall be documented in the minutes; upon request of the person presiding the meeting the relevant

10 10 member shall formulate the dissenting opinion himself and attach it to the minutes. Article 7 1. Any correspondence in the name of the Management Board shall be maintained by the President of the Management Board and shall be handed over to his successor as a President of the Management Board properly; the President of the Management Board may make use of the Bank s organisation in the interest of implementing the duties of the Management Board. 2. The members of the Management Board are obliged to keep in confidentiality information obtained during their functions, including information covered by banking and commercial secrecy and reports (before their publication), including financial reports and information, which the Bank, as an issuer, shall submit to the Financial Supervision Authority, WSE or other entities. This obligation extends to the period after termination of the function. 3. Public Statements of strategic importance concerning the Bank and the Group shall be made only if the Management Board has reached a prior understanding with the Chairman of the Supervisory Board or persons designated by him. 4. In the event of a conflict of interest between the Bank and the Management Board member, or the member s spouse, relations and in-laws within the second degree and persons with whom the member has a personal relationship, the Management Board member shall disclose the conflict of interest and abstain from participating in deciding such matters, he may also request that this be recorded in the minutes. 5. The members of the Management Board shall disclose conflict of interests informing the Supervisory Board about each case of conflict of interests in particular about personal interests in transactions of the Bank or any of its subsidiaries. They shall also immediately inform the other members of the Management Board. All transactions between the Bank or any of its subsidiaries and any member of the Management Board or any person or company closely related to it shall be on an arm s length basis. The transactions and their terms and conditions require the prior approval by the Supervisory Board with the exception of transactions in the ordinary course of business, unless the requirement to obtain the consent of the Supervisory Board for such transactions is required by law or internal regulations. 6. The member of the Management Board shall report to the Supervisory Board and ask for the opinion or approval of the Supervisory Board with regard to

11 11 all topics and issues as mentioned in the Supervisory Board bylaws in Article 4 item 2 a c and f. 7. Members of the Management Board shall not be entitled to be a member of the supervising or management bodies of any company, which is not a subsidiary of the Bank, and shall not carry on business or enter into business transactions for their own accounts or the accounts of others that fall within the Bank s scope of business without the Supervisory Board s prior consent. 8. The acceptance by executive staff members of responsibilities as members of supervisory boards and boards of management of companies that are not subsidiaries requires the approval of the Management Board. Article 8 1. Any amendments to these Bylaws require for their validity the resolution of the Supervisory Board. 2. Amended provisions of the Bylaws come into force with immediate effect.