Current reports
Current report no. 18/2009 - Resolutions adopted at the Ordinary General Meeting of Shareholders of Bank Handlowy w Warszawie S.A. held on 18 June 2009
Legal basis: § 38 section 1 item 5) of the Ordinance of the Minister of Finance on current and periodic information provided by issuers of securities and conditions for recognizing as equivalent information required under the law of a non-member state dated 19 February 2009.
The Management Board of Bank Handlowy w Warszawie S.A. presents the resolutions adopted at the Ordinary General Meeting of Shareholders of Bank Handlowy w Warszawie S.A. held on 18 June 2009.
RESOLUTION No. 1/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
concerning election of the Chairperson of the Ordinary General Meeting of Shareholders of Bank Handlowy w Warszawie S.A.
The Ordinary General Meeting of Shareholders appoints Mr. Andrzej Leganowicz as Chairperson of the Ordinary General Meeting of Shareholders of Bank Handlowy w Warszawie Spółka Akcyjna.
RESOLUTION No. 2/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
concerning adoption of the Agenda
The Ordinary General Meeting of Shareholders approves the Agenda of the Ordinary General Meeting.
RESOLUTION No. 3/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
concerning election of the Voting Committee
The Ordinary General Meeting of Shareholders appoints the following persons as members of the Voting Committee:
1) Elwira Malinowska,
2) Piotr Pilzak,
3) Ewa Janiak.
RESOLUTION No. 4/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on consideration and approval of the Report of the Management Board on the activity of Bank Handlowy w Warszawie S.A. in 2008 and financial statements of Bank Handlowy w Warszawie S.A. for the year ended December 31, 2008
Pursuant to Art. 395 § 2 item 1) of the Commercial Companies Code and § 9 section 1 item 1 of the Bank’s Articles of Association, the Ordinary General Meeting of Shareholders of Bank Handlowy w Warszawie S.A. - after considering the report of the Management Board on the activity of Bank Handlowy w Warszawie S.A. in 2008 and the financial statements of Bank Handlowy w Warszawie S.A. for the year ended December 31, 2008 - resolves to:
1) Approve the Report of the Management Board on the activity of Bank Handlowy w Warszawie S.A. in 2008,
2) Approve the annual financial statements of Bank Handlowy w Warszawie S.A. for the year ended December 31, 2008, consisting of:
a. Balance sheet prepared for the day of December 31, 2008 indicating the total assets and liabilities in the amount of PLN 41,245,370,817.56 ;
b. Profit and loss account for the year 2008 indicating a net profit in the amount of PLN 645,663,986.61;
c. Specification of changes in own equity for the year 2008 indicating the overall own equity in the amount of PLN 5,539,450,185.72;
d. Cash flow report for the year 2008 indicating a decrease in net cash funds in the amount of PLN 133,970,380.56;
e. additional information and notes together with the opinion and report of the external auditor.
RESOLUTION No. 5/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on consideration and approval of the report of the Supervisory Board of Bank Handlowy w Warszawie S.A. on its activity for the period from the date of the Bank’s Ordinary General Meeting of Shareholders held in 2008 to the date of the Ordinary General Meeting of Shareholders in 2009 including the results of the Supervisory Board’s evaluation of the following reports: on the activity and financial statements of Bank Handlowy w Warszawie S.A. and its Capital Group in 2008 and the Management Board’s motion on distribution of the net profit for the year 2008
After considering the report of the Supervisory Board of Bank Handlowy w Warszawie S.A. on its activity for the period from the date of the Ordinary General Meeting of Shareholders held in 2008 to the date of the Ordinary General Meeting of Shareholders in 2009, including the results of the Supervisory Board’s evaluation of the following reports: on the activity and financial statements of Bank Handlowy w Warszawie S.A. and its Capital Group in 2008, and the Management Board’s motion on distribution of the net profit for the year 2008, the Ordinary General Meeting of Shareholders resolves to approve the report.
Attachment to the resolution
REPORT
on the activity of the Supervisory Board of Bank Handlowy w Warszawie S.A.
in the period from the Ordinary General Meeting held in 2008
to the Ordinary General meeting held in 2009
I. Skład Rady Nadzorczej
The composition of the Bank’s Supervisory Board remained unchanged during the reporting period.
The composition of the Bank’s Supervisory Board was as follows:
| Mr. Stanisław Sołtysiński | Chairperson of the Board | entire reporting period |
| Mr. Shirish Apte | Vice Chairperson of the Board | entire reporting period |
| Mr. Andrzej Olechowski | Vice Chairperson of the Board | entire reporting period |
| Ms. Susan Blaikie | Member of the Board | entire reporting period |
| Mr. Sanjeeb Chaudhuri | Member of the Board | entire reporting period |
| Mr. Goran Collert | Member of the Board | entire reporting period |
| Mr. Mirosław Gryszka | Member of the Board | entire reporting period |
| Ms. Sabine Hansen | Member of the Board | entire reporting period |
| Mr. Krzysztof Opolski | Member of the Board | entire reporting period |
| Ms. Aneta Polk | Member of the Board | entire reporting period |
| Mr. Wiesław Smulski | Member of the Board | entire reporting period |
| Mr. Michael Schlein | Member of the Board | entire reporting period |
In the reporting period the composition of the Committees of the Supervisory Board was as follows:
| Audit Committee | ||
| Mr. Mirosław Gryszka | Committee Chairperson | entire reporting period |
| Mr. Shirish Apte | Committee Member | entire reporting period |
| Ms. Susan Blaikie | Committee Member | entire reporting period |
| Mr. Krzysztof Opolski | Committee Member | entire reporting period |
| Ms. Aneta Polk | Committee Member | entire reporting period |
| Mr. Wiesław Smulski | Committee Member | entire reporting period |
Remuneration Committee | ||
| Mr. Stanisław Sołtysiński | Committee Chairperson | entire reporting period |
| Mr. Shirish Apte | Committee Member | entire reporting period |
| Mr. Andrzej Olechowski | Committee Member | entire reporting period |
| Ms. Sabine Hansen | Committee Member | entire reporting period |
Strategy and Management Committee | ||
| Mr. Shirish Apte | Committee Chairperson | entire reporting period |
| Mr. Andrzej Olechowski | Vice Chairman | entire reporting period |
| Mr. Goran Collert | Committee Member | entire reporting period |
| Mr. Mirosław Gryszka | Committee Member | entire reporting period |
| Mr. Krzysztof Opolski | Committee Member | entire reporting period |
| Mr. Stanisław Sołtysiński | Committee Member | entire reporting period |
Risk and Capital Committee | ||
| Ms. Susan Blaikie | Committee Chairperson | entire reporting period |
| Ms. Sabine Hansen | Committee Member | entire reporting period |
| Mr. Andrzej Olechowski | Committee Member | entire reporting period |
| Mr. Krzysztof Opolski | Committee Member | entire reporting period |
The Supervisory Board points out that in the reporting period its members included individuals having in-depth knowledge of law, economics, banking, management and finance. The majority of the Supervisory Board members have practical knowledge gained due to holding managerial functions in international economic institutions. In view of the Supervisory Board, the qualifications of the Supervisory Board members ensure proper execution of the Supervisory Board’s tasks resulting from the provisions of law. The structure of the Supervisory Board, including its individual committees, ensures an effective use of the experience and expertise of the Supervisory Board members, thus contributing to the achievement of the goals set for the Supervisory Board.
II. EVALUATION OF THE FINANCIAL RESULTS AND OVERALL POSITION OF THE COMPANY
(i) Since the merger with Citibank Poland S.A. the net profit generated by Bank Handlowy w Warszawie S.A. (the “Bank”) has been consistently growing. However, the year 2008 was a period of a dramatic downturn of the global economy. Despite the unfavorable situation in the Bank’s macroeconomic environment and disturbance in the financial markets, the net profit generated by the Bank as at the end of 2008 amounted to PLN 645.7 million.
(ii) The key factors affecting the financial profit in 2008 included an increase in the interest income, a decrease in the profit on trade financial instruments and revaluation as well as a decrease in the fee and commission income.
(iii) The increase in the interest income was driven mainly by an increase in revenue from loans, advances and other receivables from the non-financial sector, primarily retail products, including credit cards. A decrease in the fee and commission income resulted principally from lower fees on investment and insurance products in the Global Consumer Bank as well as fees on custody services in the Corporate Bank. The profit on trade financial instruments and revaluation includes negative valuation of FX options, which had a negative impact on this P/L item to a considerable degree.
(iv) The Supervisory Board favorably assesses the cost cutting policy continued by the Bank. Compared to 2007, costs fell by 2.0%, or PLN 29.3 million. Amortization/depreciation and personnel costs decreased in the Corporate Bank, primarily in consequence of lower staff, technology, advertising and marketing expenses. Simultaneously, GCB costs increased, mainly as a result of growing expenses related to increasing acquisition and customer portfolio as well as growing technology expenditure on development of the Bank’s systems. The cost efficiency improved – the cost to income ratio fell by 0.8 percentage point compared to 2007.
(v) In 2008, loans remained the key item of the Bank’s assets. As at the end of 2008, the balance of loans extended to the financial sector decreased considerably compared to the 2007 year-end with a simultaneous increase in the balance of loans extended to the non-financial sector. Deposits, which at the end of 2008 increased compared to 2007 both as regards the non-financial and financial sector, remained the key item of the Bank’s liabilities.
(vi) Compared to the previous year, as at the end of 2008 the value of the Bank’s equity increased slightly compared to the 2007 year-end. In view of the Supervisory Board, the level of the Bank’s equity is sufficient to maintain the financial security of the institution and the deposits made by customers, ensuring at the same time further growth opportunities. As at the end of December 2008, the Bank’s solvency ratio was at the level of 11.7%, remaining one of the highest among large banks operating on the Polish market. The high level of the Bank’s solvency ratio proves its financial security and a strong capital base.
(vii) The Supervisory Board favorably assesses the efforts undertaken by the Bank to enhance the competitive advantage of its product range and customer acquisition. The Bank’s prospective customers in the Commercial Bank include all companies operating in Poland, except for sectors excluded permanently due to the Bank’s general policy as well as companies from restricted entities’ lists due to international or American sanctions. The Bank enjoyed a particularly strong position as regards services provided to international corporations as well as the largest Polish enterprises. The customers were offered a diversified, comprehensive and state-of-the-art range of financial and transaction services addressed to enterprises, with modern liquidity management solutions (Consolidated Account, Cash Pool) as well as bulk payment and receivables management products (Speedcollect, Direct Debit, Unikasa). The key achievements of GTS in 2008 include, e.g. development of an innovative “Micropayments” product, "Lider SEPA w Polsce" (SEPA Leader in Poland) award, the Europroduct award for the escrow account as well as a 70% share in the Polish market of prepaid cards. The Bank provided fiduciary services to foreign institutional investors as well as custody services to domestic financial entities, in particular pension and investment funds and equity insurance funds. In 2008 the Bank maintained its leading position in the above area. Changes in the institutional customer service model initiated at the beginning of 2008 and aimed at maximizing the effectiveness of the corporate services platform and operational efficiency were fully implemented. The above concerns e.g. launching an integrated service platform dedicated to both microenterprises and companies with a turnover of up to PLN 75 million, enabling full and dynamic cooperation with the SME sector. In 2008 a new offer addressed to SME customers was introduced, combining a standardized package offer for the mass market with a tailored approach to medium sized enterprises with more elaborate needs. As for the Global Consumer Bank, 2008 was the most successful year in the Bank’s history as regards the number of credit cards sold, which exceeded 296 thousand (as at the end of the year, the total number of cards exceeded one million). In 2008 the Bank continued to extend its deposit offer with new solutions, owing to which it had a wide variety of deposit products and value-added services as at the end of the year. The customers had access to a comprehensive offer of savings accounts, time deposits, including a new product – progressive deposit as well as savings accounts with the new SuperSavings Account. The number of checking accounts increased by 31% compared to 2007, reaching the level of 403 thousand as at the end of 2008. Introduction of further innovative solutions related to banking products and services constituted one of the Bank’s top priorities. The Bank was the first on the market to offer its customers the possibility to make payments through their mobile phones directly from their bank accounts. The “Pay With Your Mobile” service was regarded by the “Mobile Internet” monthly as the most innovative solution implemented in 2008. Additionally, in 2008 the Bank introduced the SMS Locator Service, providing information on the nearest branch or ATM where customers can withdraw funds free of charge. Moreover, the Cash Back Service was introduced providing customers with the additional possibility to withdraw their funds free of charge while making payments for products and services with Maestro cards, which additionally allows them to order cash delivery by post (also via the Internet) to a recipient within the territory of Poland.
(viii) The Supervisory Board reviews the Bank’s relationship with its majority shareholder on a regular basis. The relationship has several dimensions such as implementation of new banking products and IT systems, risk management, financial control, human resources management and internal control. The Supervisory Board favorably assesses the efforts undertaken by the Management Board to adequately account for the services provided by the majority shareholder.
(ix) Taking into consideration the situation in international financial markets, worse growth perspectives of the Polish economy as well as a threat of considerable recession in the leading world economies, according to the Supervisory Board further close cooperation with the Management Board is required to examine the effect of such risk factors on the position of the Bank.
(x) In view of the Bank’s financial performance, its secure position, stable capital adequacy and liquidity ratios as well as an innovative product offer, the Supervisory Board favorably assesses the Bank’s business activities in 2008 and expresses its belief that the measures undertaken and planned will contribute to the Bank’s achievement of optimum financial results and market position in the period of the economic slowdown.
III. EVALUATION OF THE INTERNAL CONTROL SYSTEM AND THE MATERIAL RISK MANAGEMENT SYSTEM
(i) Pursuant to the Articles of Association, the Bank has an internal control system which exercises control over its operations, both in terms of their legality and correctness, as well as the accuracy of the statements and information submitted by the Bank.
(ii) The internal control system is aimed at supporting decision making processes which contribute to ensuring effectiveness and efficiency of the Bank’s operations, credibility of its financial reporting and compliance of the Bank’s operations with provisions of laws and internal regulations. The internal control system includes risk control mechanisms, examining the Bank’s compliance with legal provisions and internal regulations as well as internal audit.
(iii) The Bank’s internal audits are conducted by the Audit and Risk Review Department, a separate organizational unit of the Bank, reporting directly to the Management Board. The task of the ARR Department is to examine and assess, independently and objectively, the adequacy and efficiency of the internal control system, as well as to issue opinions on the Bank’s management system, including the efficiency of the management of risk related to the Bank’s operations
(iv) Functional internal control is exercised by every employee of the Bank and additionally by their direct superiors, peers as well as managers of the Bank’s organizational units with respect to the quality and correctness of the employees’ performance of duties, with the objective to ensure compliance of such activities with the Bank’s procedures and control mechanisms.
(v) The Supervisory Board exercises supervision over the activities of the Audit and Risk Review Department. On a periodic basis, at least once per annum, the ARR Department provides the Supervisory and the Management Boards with information on irregularities identified and conclusions arrived at in the course of the internal audits performed as well as measures undertaken with the objective to remove the irregularities or implement the conclusions. The ARR Head is invited to participate in the meetings of the Management and Supervisory Boards during which issues related to the Bank’s internal control are discussed.
(vi) The Supervisory Board has appointed a standing Audit Committee. The roles and responsibilities of the Committee include supervision over financial reporting, internal control, risk management as well as internal and external audits. The Committee submits annual reports on its activities to the Supervisory Board.
The Supervisory Board positively assesses the functioning of the internal control system in the Bank.
(vii) The Supervisory Board has appointed a standing Risk and Capital Committee, which is responsible for supervision over the risk management system implemented in the Bank as well as evaluation of its effectiveness. The Committee submits annual reports on its activities to the Supervisory Board. As regards supervision over the risk management system, the Committee is in particular responsible for verification of the compliance of the Bank’s risk policy with its strategy and financial plan, verification and provision of recommendations to the Supervisory Board with respect to the Bank’s general risk level as well as examination of the periodic information on the types and size of the risk assumed by the Bank in the course of its business operations.
The Supervisory Board positively assesses the functioning of the material risk management system in the Bank.
IV. EVALUATION OF THE ACTIVITIES UNDERTAKEN BY THE SUPERVISORY BOARD
(i) Corporate governance
During the reporting year, the Supervisory Board, within the scope of its competencies, applied the rules of Corporate Governance in Public Companies.
(ii) Settlements between the Bank and Citi
During the reporting period, the Supervisory Board monitored and supervised issues related to settlements between the Bank and Citi.
During its first meeting on 1 October 2008, the Supervisory Board approved the amount of the fees payable for the services rendered by Citi entities to the Bank under the ECHO Agreement entered into in 2007. At the same meeting, the Supervisory Board adopted a resolution on the approval of amendments to the “Citigroup Inc. Incentive Remuneration Schemes”. On 27 October and 18 December 2008 the Supervisory Board of the Bank approved in writing amendments to the so called ITO Agreement for IT system support. In line with the adopted procedure, the Supervisory Board approved all material agreements entered into with related parties. The majority of the aforementioned agreements pertain to IT services (USAT, UKAT, ITO) as well as back-up centers (APPC Agreement).
(iii) Amendments to the Bank’s Articles of Association and Regulations
Pursuant to Resolution No. 13 adopted in writing on 17 September 2007, the Supervisory Board amended the Regulations of the Supervisory Board, introducing the possibility to distribute materials used during the Board’s meetings as encrypted email messages.
(iv) Miscellaneous issues
In line with the Basel II requirements, on 9 January 2009 the Bank’s Supervisory Board approved the “Principles for Prudent and Stable Risk Management in the Capital Group of Bank Handlowy w Warszawie SA”. Additionally, the Board approved changes to the Fundamental Organizational Structure of the Bank. At its meeting of 9 December 2008, the Supervisory Board was provided with the information on the Bank’s Financial Plan for 2009. On 19 March 2009 the Supervisory Board acknowledged the “Report on outsourcing banking activities, supervision and control over outsourcing risk in Bank Handlowy w Warszawie S.A.” as well as the “Report on the Activities of the Compliance Department in 2008”, discussed issues related to FX options and issued a recommendation regarding non-payment of dividend for 2008.
V. EVALUATION OF THE BANK’S FINANCIAL STATEMENTS
At its third meeting on 19 March 2009 the Supervisory Board favorably assessed the Management Board’s report on the activity of the Bank and the Bank’s Capital Group in the 2008 financial year as well as the financial statements of the Bank and the Bank’s Capital Group for the 2008 financial year, including the opinion and report on the audit of the financial statements of the Bank and the Bank’s Capital Group drawn up by KPMG Audyt Sp. z o.o. acting as the Bank’s external auditor – concluding that the submitted financial statements of the Bank and the Bank's Capital Group for the 2008 financial year had been prepared in accordance with the accounting records and documents as well as the facts and in line with the requirements of the Accounting Act. At the same meeting a resolution was adopted on the selection of the Bank’s external auditor.
The Supervisory Board assessed favorably the motion of the Management Board regarding distribution of profit for the 2008 financial year.
In view of the above, the Supervisory Board concludes that it achieved its objectives resulting from the applicable laws in the reporting period.
This report was considered and approved by way of resolution during the meeting of the Supervisory Board on 18 May 2009, for the purpose of presentation to the Ordinary General Meeting of the Bank.
RESOLUTION No. 6/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on consideration and approval of the Report on the activity of the Capital Group of Bank Handlowy w Warszawie S.A. in 2008 and the consolidated financial statements of the Capital Group of Bank Handlowy w Warszawie S.A. for the year ended December 31, 2008
Pursuant to Art. 395 § 5 of the Commercial Companies Code and Art. 55 Item 6 and Art. 53 Item 1of the Accounting Law of 29th September 1994 (Journal of Laws No. 121 item 591, with subsequent changes), the Ordinary General Meeting of Shareholders of Bank Handlowy w Warszawie S.A. - after considering the report on the activity of the Capital Group of Bank Handlowy w Warszawie S.A. in 2008 and the annual consolidated financial statements of the Capital Group of Bank Handlowy w Warszawie S.A. for the period ended December 31, 2008, resolves to:
1) approve the Report on the activity of the Capital Group of Bank Handlowy w Warszawie S.A. in 2008,
2) approve the annual consolidated financial statements of the Capital Group of Bank Handlowy w Warszawie S.A. for the year ended December 31, 2008 consisting of:
a) Consolidated balance sheet as at December 31, 2008, showing the assets and liabilities total of PLN 42,550,345,604.74,
b) Consolidated profit and loss account for the year 2008 showing net profit of PLN 600,433,510.00,
c) Specification of changes in consolidated own equity for the year 2008 showing the overall own equity in the amount of PLN 5,625,807,915.60,
d) Consolidated cash flow report for the year 2008 showing a decrease in net cash funds in the amount of PLN 138,792,104.43,
e) Additional information and notes to the statements together with the opinion and the report of the external auditor.
RESOLUTION No. 7/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Management Board Member
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Ms. Lidia Jabłonowska-Luba, Member of the Management Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 8/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Management Board Member
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Mr. Michał Mrożek, Member of the Management Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 9/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Management Board Member
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Mr. Peter Rossiter, Member of the Management Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 10/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Management Board Member
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Mr. Sławomir Sikora, Member of the Management Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 11/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Management Board Member
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Mr. Edward Wess, Member of the Management Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 12/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Management Board Member
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Ms. Sonia Wędrychowicz-Horbatowska, Member of the Management Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 13/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Management Board Member
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Mr. Witold Zieliński, Member of the Management Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 14/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Ms. Susan Blaikie, Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 15/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Mr. Goran Collert, Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 16/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Mr. Sanjeeb Chaudhuri, Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 17/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Mr. Mirosław Gryszka, Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 18/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Ms. Sabine Hansen, Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 19/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Mr. Andrzej Olechowski, Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 20/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Mr. Krzysztof Opolski, Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 21/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Ms. Aneta Polk, Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 22/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Mr. Shirish Apte, Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 23/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Mr. Stanisław Sołtysiński, Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 24/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Mr. Michael Schlein, Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 25/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on granting acknowledgment of the fulfillment of duties in 2008 to
the Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
Pursuant to Art. 395 § 2 item 3) of the Commercial Companies Code and § 9 section 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to acknowledge the fulfillment of duties in 2008 by Mr. Wiesław Smulski, Member of the Supervisory Board of Bank Handlowy w Warszawie S.A.
RESOLUTION No. 26a/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on the distribution of the net profit for 2008
Pursuant to Art. 395 §2, point 2 of the Commercial Companies Code and § 9, Item 1 point 2, and § 30 Item 1 of the Bank’s Articles of Association, the Ordinary General Shareholders Meeting hereby resolves that the 2008 net profit of PLN 645,663,986.61 shall be distributed in the following manner:
1) allocation to the reserve capital – PLN 570,663,986.61
2) allocation to general risk fund - PLN 75,000,000.00
No dividend for 2008 shall be paid.
RESOLUTION No. 27/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on amendments to the Bank’s Articles of Association
The General Meeting of Shareholders, acting on the basis of §9 Section 2 Item 2 of the Articles of Association and Article 430 of the Commercial Companies Code, resolves to amend the Articles of Association in the following manner:
1. In §8 of the Articles of Association:
a) Section 2 shall now read as follows:
“2. The Supervisory Board shall have the right to convene an ordinary General Meeting of Shareholders if the Management Board fails to convene it within the timeframe set in the Articles of Association or an extraordinary General Meeting of Shareholders if it considers it necessary”;
b) Section 3 shall now read as follows:
“3. The Management Board shall convene an extraordinary General Meeting of Shareholders on its own initiative and at the request of a shareholder or shareholders representing at least one-twentieth of the share capital. A request for convening an extraordinary General Meeting of Shareholders should be submitted to the Management Board in writing or in an electronic form.”;
c)Section 4 shall now read as follows:
“4. If within two weeks from the submission to the Management Board of a request, referred to in Section 3 above, an extraordinary General Meeting of Shareholders is not convened, the registry court, by way of a decision, can authorize a shareholder or shareholders, who have made such a request, to convene the extraordinary General Meeting of Shareholders. The shareholder or shareholders authorized by the registry court, in the announcement of the convention of an extraordinary General Meeting of Shareholders, shall refer to the decision of the registry court mentioned in the previous sentence. The chairperson of such an extraordinary General Meeting of Shareholders shall be appointed by the court.”;
d) Section 5 shall now read as follows:
“An Extraordinary General Meeting of Shareholders can also be convened by shareholders representing at least one half of the Bank’s share capital or at least one half of the total number of votes in the Bank. The chairperson of such Meeting of Shareholders shall be appointed by the shareholders.”;
e) Section 6 shall be moved to new Section 9, and Section 6 shall now read as follows:
“6. The General Meeting of Shareholders shall be convened by way of an announcement placed on the Bank’s website and in the manner stipulated for the distribution of current filings by public companies; provided that such announcement should be made at least twenty-six days before the date of the General Meeting of Shareholders.”;
f) Section 7 shall be added to read as follows:
“7. Shareholders who have the right to demand that a certain matter be placed on the agenda of a General Meeting of Shareholders, in order to exercise such right, should submit a motion to the Bank Management Board in writing or in an electronic form, along with a justification and a draft resolution related to the proposed item on the agenda, no later than twenty-one days before the date of the General Meeting of Shareholders. The Management Board shall place the matter on the agenda of the next General Meeting of Shareholders immediately, but no later than eighteen days before the scheduled date of the General Meeting of Shareholders.”;
g) Section 8 shall be added to read as follows:
“8. A General Meeting of Shareholders may be recalled only if there are some extraordinary obstacles preventing it or it has become expressly irrelevant. Cancellation or the change of date of holding a General Meeting of Shareholders shall be effected in the same way as convening, with the provision that twenty-six day period is not applicable. Cancellation or change of date of holding a General Meeting of Shareholders must ensure the minimum adverse effects for the Bank and the shareholders.”;
h) Section 9 shall be added with the wording of the previous Section 6:
„9. The General Meeting of Shareholders can resolve not to consider a matter placed on its agenda and to change the order of matters covered by the agenda. However, in order to remove from the agenda or resolve not to consider a matter placed on the agenda at shareholders’ request, the consent of all present shareholders who have made such request shall be required, supported by 80% of votes at the General Meeting of Shareholders. Motions in such matters should be justified in a detailed way.”.
2. In §11 of the Articles of Association:
a) Section 2 shall now read as follows:
“2. A proxy to participate in the General Meeting of Shareholders and to vote should be given in writing or in an electronic form.”;
b) Section 3 shall be added to read as follows:
“3. A shareholder notifies the Bank of granting a proxy in an electronic form, by sending to an e-mail address specified on the Bank’s website a completed proxy form made available on the site.”;
c) Section 4 shall be added to read as follows:
“4. A person performing the function of a Bank Management Board member or a Bank employee can act as a proxy at a General Meeting of Shareholders.”;
d) Section 5 shall be added to read as follows:
“5. If the proxy is a Management Board member, a Supervisory Board member, a Bank liquidator, employee or a member of Bank’s bodies or an employee of a company controlled by the Bank, the proxy instrument shall entitle such person to representation at only one General Meeting of Shareholders and such person shall be required to vote in conformity with the instructions given by the shareholder. In addition, the proxy referred to above should advise the shareholder represented by him of the circumstances indicating the existence or possibility of occurrence of a conflict of interests.”.
3. In Chapter VIII of the Articles of Association (FINANCIAL MANAGEMENT, APPROPRIATION OF PROFITS), §39 shall be added to read as follows:
“The Bank’s financial year shall be a calendar year.”
4. The existing §39 shall not be numbered as §40
5. The existing §40 shall not be numbered as §41.
6. The existing §41 shall now be deleted.
7. The existing §42 shall be moved to new §43, and §42 shall now read as follows:
“Unless the relevant provisions of law provide otherwise, all announcements shall be placed by the Management Board only on the Bank’s website.”
8. Section §43 shall be added with the wording of the existing §42:
“All matters which are not regulated by these Articles of Association shall be governed by the legal provisions.”
9. According to Article 430 of the Commercial Companies Code, the Supervisory Board shall be authorized to establish the consolidated version of the Articles of Association, reflecting the amendments made by this Resolution
10. The amendments to the Articles of Association, being subject of this Resolution, shall come into effect upon its registration in the register of entrepreneurs of the National Court Register, with the provision the application for registering of these amendments to this register will be made, if required by law, upon obtaining of the relevant approval from the Polish FSA.
11. This Resolution shall come into effect upon adoption.
RESOLUTION No. 28/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
on amendments to the Regulations of the General Meeting of Shareholders of the Bank
Pursuant to § 13 section 4 of the Bank's Articles of Association, the General Meeting of Shareholders resolves to amend the Regulations of the General Meeting of Shareholders as follows:
1. In §2 of the Regulations:
a) Section 1 shall now read as follows:
“1. Only persons who are shareholders of the Bank sixteen days before the date of the General Meeting of Shareholders shall have the right to participate in it. The list of persons entitled based on bearer shares shall be made on the basis of bearer share instruments if such instruments or certificates which are their due substitutes are submitted to the Bank no later than on the date of registration for participation in the General Meeting of Shareholders and are not collected before the end of that day, and in the case of dematerialized bearer shares – on the basis of a list prepared based on certificates of the right to participate in the General Meeting of Shareholders or other equivalent documents, issued in conformity with the Act on Trading in Financial Instruments; such list to be made available by the securities depositary to the Bank. The securities depositary shall issue a nominative certificate to the holder’s name at the request of a person entitled to that made no earlier than after the announcement of the convention of the General Meeting of Shareholders and no later than on the first business day after the date of the registration for participation in the General Meeting of Shareholders”;
b) Section 2 shall now read as follows:
“2. A shareholder can transfer shares during the period between the date of registration for participation in the General Meeting of Shareholders and the date of the closing of the General Meeting of Shareholders”.
2. In §4 of the Regulations:
a) Section 5 shall now read as follows:
“5. Information concerning a General Meeting of Shareholders, in particular, draft resolutions proposed to be passed along with a justification and the Supervisory Board’s opinion, and other required documentation shall be placed on the Bank’s website in conformity with the Code of Commercial Companies.“.
3. In §5 of the Regulations:
a) Sections 3 and 4 shall be deleted.
4. In §17 of the Regulations:
a) Section 1 shall now read as follows:
“1. The Management Board shall be required to provide information concerning the Bank to a shareholder at his request if it is reasonably required for the review of a matter placed on the agenda. The Management Board should refuse information if disclosing it could be to the detriment of the Bank, its affiliate or subsidiary, in particular, it should refuse to disclose any technical, commercial or organizational secrets of the enterprise.”;
b) Section 2 shall now read as follows:
“2. A Management Board member can refuse to provide information if giving the information could be a basis for his penal, civil law or administrative liability.”;
c) Section 3 shall be added to read as follows:
“3. A response shall be considered to be given if appropriate information is available on the Bank’s website.”;
d) Section 4 shall be added to read as follows:
“4. For important reasons, the Management Board can give a response in writing outside the General Meeting of Shareholders but no later than within two weeks from the date of making the request during the General Meeting of Shareholders.”.
5. In §19 of the Rules:
a) Section 1 shall now read as follows:
“1. Each shareholder shall have the right to propose draft resolutions during a General Meeting of Shareholders concerning matters placed on its agenda, propose changes and additions to draft resolutions, covered by the agenda of a General Meeting of Shareholders – until the closing of a discussion over an item of the agenda covering the draft resolution to which a proposal relates.”;
b) Section 2 shall now read as follows:
“2. A shareholder or shareholders representing at least one-twentieth of the share capital shall be entitled to demand that a certain matter be placed on the agenda of the General Meeting of Shareholders. In order to exercise the right , they should give their motion to the Bank Management Board in writing or in an electronic form; along with a justification and a draft resolution related to the proposed item on the agenda no later than twenty-one days before the date of the General Meeting of Shareholders. The Management Board shall place the matter on the agenda of the next General Meeting of Shareholders immediately, but no later than eighteen days before the scheduled date of the General Meeting of Shareholders.”;
c) Section 3 shall be added to read as follows:
“3. A shareholder or shareholders representing at least one-twentieth of the share capital can, before the date of a General Meeting of Shareholders, propose to the Bank in writing or in an electronic form draft resolutions related to matters placed on the agenda or matters to be placed on the agenda. The Bank shall immediately publish such draft resolutions on its website.”
6. In §28 of the Regulations:
a) Section 5 shall be added to read as follows:
“5. Within one week after the closing of a General Meeting of Shareholders the Bank shall place on its website results of voting, which shall remain available until the final date for challenging resolutions of the General Meeting of Shareholders”.
7. The Management Board shall be authorized to establish the consolidated version of the Regulations of the General Meeting of Shareholders, reflecting the amendments made by this Resolution.
8. The amendments to the Regulations of the General Meeting of Shareholders, being subject of this Resolution, shall come into effect upon registration of amendments to the Articles of Association, made by Resolution No. [….] of the General Meeting of Shareholders dated 18 June 2009.
9. This Resolution shall come into effect upon adoption.
RESOLUTION No. 29/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
regarding the appointment of a member of the Supervisory Board
Pursuant to § 9 section 2 item 7) in connection with § 14 section 1 of the Bank’s Articles of Association, the Ordinary General Meeting of Shareholders appoints Mr. Shirish Apte as member of the Supervisory Board for a three-year term.
RESOLUTION No. 30/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
regarding the appointment of a member of the Supervisory Board
Pursuant to § 9 section 2 item 7) in connection with § 14 section 1 of the Bank’s Articles of Association, the Ordinary General Meeting of Shareholders appoints Mr. Igor Chalupec as member of the Supervisory Board for a three-year term.
RESOLUTION No. 31/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
regarding the appointment of a member of the Supervisory Board
Pursuant to § 9 section 2 item 7) in connection with § 14 section 1 of the Bank’s Articles of Association, the Ordinary General Meeting of Shareholders appoints Mr. Sanjeeb Chaudhuri as member of the Supervisory Board for a three-year term.
RESOLUTION No. 32/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
regarding the appointment of a member of the Supervisory Board
Pursuant to § 9 section 2 item 7) in connection with § 14 section 1 of the Bank’s Articles of Association, the Ordinary General Meeting of Shareholders appoints Mr. Goran Collert as member of the Supervisory Board for a three-year term.
RESOLUTION No. 33/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
regarding the appointment of a member of the Supervisory Board
Pursuant to § 9 section 2 item 7) in connection with § 14 section 1 of the Bank’s Articles of Association, the Ordinary General Meeting of Shareholders appoints Mr. Mirosław Gryszka as member of the Supervisory Board for a three-year term.
RESOLUTION No. 34/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
regarding the appointment of a member of the Supervisory Board
Pursuant to § 9 section 2 item 7) in connection with § 14 section 1 of the Bank’s Articles of Association, the Ordinary General Meeting of Shareholders appoints Mr. Andrzej Olechowski as member of the Supervisory Board for a three-year term.
RESOLUTION No. 35/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
regarding the appointment of a member of the Supervisory Board
Pursuant to § 9 section 2 item 7) in connection with § 14 section 1 of the Bank’s Articles of Association, the Ordinary General Meeting of Shareholders appoints Mr. Stephen Simcock as member of the Supervisory Board for a three-year term.
RESOLUTION No. 36/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
regarding the appointment of a member of the Supervisory Board
Pursuant to § 9 section 2 item 7) in connection with § 14 section 1 of the Bank’s Articles of Association, the Ordinary General Meeting of Shareholders appoints Mr. Wiesław Smulski as member of the Supervisory Board for a three-year term.
RESOLUTION No. 37/2009
of the Ordinary General Meeting of Shareholders
of Bank Handlowy w Warszawie Spółka Akcyjna
of 18 June 2009
regarding the appointment of a member of the Supervisory Board
Pursuant to § 9 section 2 item 7) in connection with § 14 section 1 of the Bank’s Articles of Association, the Ordinary General Meeting of Shareholders appoints Mr. Stanisław Sołtysiński as member of the Supervisory Board for a three-year term.
Bank Handlowy w Warszawie S.A. announces that the Ordinary General Meeting considered all items on the agenda and no objections were raised.