Current Report no. 27 (2013)

Draft of the AGM resolution submitted by a shareholder

Bank Zachodni WBK S.A. (“the Bank”) hereby advises that on 11th April 2013 it received from the shareholder – Banco Santander S.A. seated in Santander, the draft resolution concerning item 15 of the Annual General Meeting agenda, which was convened on 17th April 2013, i.e. draft resolution re. changes in the Bank’s Statute.

Therefore, Bank makes public the received draft resolution:

Draft resolution regarding item 15 of the agenda:

RESOLUTION OF THE ANNUAL GENERAL MEETING
OF BANK ZACHODNI WBK S.A.

(draft)

re. changes to the Bank’s Statutes

§ 1

Pursuant to art. 430 of the Commercial Companies Code, it is hereby resolved to make the following changes to the Bank’s Statutes:

§25 section 2 shall be amended and shall be worded as follows:

Ҥ 25.2. At least one half of the members of the Supervisory Board will have the status of independent members. An independent member of the Supervisory Board is a person who meets all the following conditions:
1)not to be a member of the Management Board of the Bank or an associated company, and not having been in such a position for the previous five years;
2)not to be an employee of the Bank or an associated company, and not having been in such a position for the previous three years;
3)not to receive, or have received, significant additional remuneration from the Bank or an associated company apart from a fee received as the member of the Supervisory Board;
4)not to be or to represent in any way the controlling shareholder(s);
5)not to have, or have had within the last year, a significant business relationship with the Bank or an associated company;
6)not to be, or have been within the last three years, partner or employee of the present or former external auditor of the Bank or an associated company;
7)not to be a member of the management board in another company in which a member of the Management Board of the Bank is a member of the supervisory board, and not to have other significant links with the members of the Management Board of the Bank through involvement in other companies or bodies;
8)not to have served on the Supervisory Board as a member for more than 12 years;
9)not to be a close family member of a member of the Management Board of the Bank, or of persons in the situations referred to in points 1) to 8);
10)not to have factual and material connections with a shareholder who holds at least 5% of total votes at the General Meeting of Shareholders of the Bank.”.

§ 2

The change to the Statutes in the scope set out in § 1 requires a permit of Komisja Nadzoru Finansowego.

§ 3

The Resolution becomes effective as of the date of registering changes to the Statutes by a relevant registry court.

Bank makes public the existing provisions of the Statutes and the proposed changes:

The existing wording of § 25 clause 2:

“§ 25.2. At least two members of the Supervisory Board should meet the criteria of being independent from the Bank and entities with significant connections with the Bank. The criteria of independence of Supervisory Board members are defined in the Terms of Reference of the Bank's Supervisory Board, according to the criteria defined in the Code of Good Practice of the Companies Enlisted in the Warsaw Stock Exchange.”.

The proposed wording of § 25 clause 2:

Ҥ 25.2. At least one half of the members of the Supervisory Board will have the status of independent members. An independent member of the Supervisory Board is a person who meets all the following conditions:
1)not to be a member of the Management Board of the Bank or an associated company, and not having been in such a position for the previous five years;
2)not to be an employee of the Bank or an associated company, and not having been in such a position for the previous three years;
3)not to receive, or have received, significant additional remuneration from the Bank or an associated company apart from a fee received as the member of the Supervisory Board;
4)not to be or to represent in any way the controlling shareholder(s);
5)not to have, or have had within the last year, a significant business relationship with the Bank or an associated company;
6)not to be, or have been within the last three years, partner or employee of the present or former external auditor of the Bank or an associated company;
7)not to be a member of the management board in another company in which a member of the Management Board of the Bank is a member of the supervisory board, and not to have other significant links with the members of the Management Board of the Bank through involvement in other companies or bodies;
8)not to have served on the Supervisory Board as a member for more than 12 years;
9)not to be a close family member of a member of the Management Board of the Bank, or of persons in the situations referred to in points 1) to 8);
10)not to have factual and material connections with a shareholder who holds at least 5% of total votes at the General Meeting of Shareholders of the Bank.”.

Legal basis:
§ 38 clause 1 item 2 and 5 of the Finance Minister's Ordinance of 19 February 2009 on current and periodic reports published by the issuers of securities and the rules of equal treatment of the information required by the laws of non-member states.