ARTICLES OF ASSOCIATION OF RAIFFEISEN BANK POLSKA SPÓŁKA AKCYJNA. I. General Provisions

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1 ARTICLES OF ASSOCIATION OF RAIFFEISEN BANK POLSKA SPÓŁKA AKCYJNA I. General Provisions 1 1. Raiffeisen Bank Polska Spółka Akcyjna is a bank organized in the form of a joint stock company, operating pursuant to the binding legal regulations of Poland, and in particular according to the Banking Law, regulations of the Commercial Companies Code and provisions of these Articles of Association The registered name of the company shall be Raiffeisen Bank Polska Spółka Akcyjna The Bank shall use the abbreviated registered name Raiffeisen Bank Polska S.A The Bank shall use a distinctive graphical sign The Bank shall have its registered seat in the capital city of Warsaw The Bank is established for an indefinite period of time The Bank shall operate within the territory of the Republic of Poland and abroad The Bank's founders are: Raiffeisen Zentralbank Oesterreich AG with its registered seat in Vienna, Centro Internationale Handelsbank AG with its registered seat in Vienna, Allgemeine Warenhandels- und Beteiligungsgesellschaft mbh with its registered seat in Vienna II. Activities of the Bank 6 1. The scope of the Bank's activities shall comprise the conducting of the following activities: ) accepting cash as demand deposits or term deposits and keeping deposit accounts, ) keeping other bank accounts, ) granting credits, ) giving and confirming bank guarantees and opening and confirming letters of credit,

2 5) issuing banking securities, ) conducting bank payment clearance, ) issuing instruments of electronic money, ) granting cash loans, ) performing banking operations regarding bills of exchange, cheques and warrants, ) issuing payment cards and performing operations with the use of such cards, ) handling financial futures and forward transactions, ) purchasing and selling financial debts, ) safe-keeping of objects and securities, and making available safe deposit boxes, ) conducting purchase and sale of foreign exchange values, ) granting and confirming sureties, ) performing ordered activities related to the issue of securities, ) acting as an intermediary in carrying out money transfers and settlements in foreign exchange payments Apart from the activities provided for in clause 1 above, the subject of the Bank's business shall also include the following: ) taking up or acquiring shares and share-based rights and participation interests in other legal entities, as well as acquiring participation units in investment funds, ) performing the function of a depositary for investment funds, ) running registers and lists of participants in investment funds, ) taking up obligations related to the issuance of securities (including underwriting) and trading in securities, ) conducting brokerage activity and running securities accounts, as well as performing operations not constituting brokerage activity, consisting of: (a) (b) accepting and transferring orders to acquire or dispose of financial instruments including participation units in investment funds; execution of orders to acquire or dispose of financial instruments for client's account; (c) acquiring or disposing of financial instruments for its own account; (d) investment advice services; (e) offering financial instruments;

3 (f) the provision of services under standby underwriting agreements and firm commitment underwriting agreements or the execution and performance of other similar agreements on financial instruments, provided that activities referred to in letters (a) to (e) are related only to securities issued by the State Treasury or the National Bank of Poland or to other financial instruments which are not admitted to organised trading and bonds referred to in art. 39p Section 1 of the Act on Toll Motorways and the National Road Fund of October 27th 1994; 6) carrying out conversion of debt into the components of the debtor's property on terms and conditions agreed with the debtor, ) acquiring and disposing of real estate, ) providing consulting and advisory services in financial matters, ) providing and acting as an intermediary in providing financial services: leasing, factoring, forfeiting, ) acting as an intermediary in providing insurance brokerage, ) provide services of reporting to the trade repositories within the meaning of the Regulation of the European Parliament and of the Council (EU) No 648/2012 on OTC derivatives, central counterparties and trade repositories If the conducting of operations or undertaking activities mentioned in clause 1 and 2 above requires the obtaining a separate license, the Bank may undertake them after obtaining such a license a The Bank may perform activities referred to in the act of 11 th February 2016 on state aid in the education of children reserved for domestic banks. III. Share Capital 7 The initial capital of the Bank amounts to PLN 2,256,683,400 (two billion two hundred fifty six million six hundred eighty three thousand four hundred zloty) and is divided into 225,668,340 (two hundred twenty five million six hundred sixty eight thousand three hundred forty) series AA ordinary registered shares, of the nominal value of PLN 10 (ten zloty) each The Bank's shares are registered shares and will be changed to bearer shares on the date of their dematerialisation within the meaning of the Act on Trading in Financial Instruments Subject to Art. 28 point 2 of the Banking Law, a change from bearer shares to registered shares is impossible [repealed] 3

4 10 Shares may be redeemed only with the consent of a shareholder whose shares are to be redeemed by the purchase of these shares by the Bank (voluntary redemption) [repealed] 12 [repealed] 13 The Bank is entitled to issue bonds, including exchangeable bonds IV. Bodies of the Bank 14 The Bodies of the Bank are: ) General Meeting, ) Supervisory Board, ) Management Board The General Meeting The General Meeting shall be held in Warsaw The Ordinary General Meeting shall be convened by the Management Board on a day falling within the 6- month period as of the end of each financial year The Supervisory Board may convene an Ordinary General Meeting if the Management Board fails to convene it within the period provided in these Articles of Association The Extraordinary General Meeting shall be convened in the events provided for in the Commercial Companies Code, in these Articles of Association, as well when entitled bodies or persons deem it necessary The Extraordinary General Meeting is convened by the Management Board The Supervisory Board may convene the Extraordinary General Meeting if it deems it necessary The Shareholders representing at least half of the share capital or at least half of the total number of votes entitling to vote at the General Meeting in the Bank may convene the Extraordinary General Meeting. The shareholders shall appoint the chairman of the meeting

5 17 Each share shall give the right to one vote at the General Meeting The Shareholder may participate in the General Meeting and execute his voting rights in person or through his attorneys The Bank may organise the General Meeting in a way that allows shareholders to participate in the General Meeting by means of electronic communication The detailed rules of the shareholders' participation in the General Meeting, including the rules on granting the powers of attorney referred to in Section 1 above, and the shareholders' communication with the Bank by means of electronic communication is regulated by the General Meeting by-laws adopted by the General Meeting. The General Meeting by-laws may authorise the Management Board to specify additional rules on the shareholders' communication with the Bank by means of electronic communication. The additional rules on communication should be included in the notice convening the General Meeting Unless the provisions of statutory Polish law and these Articles of Association provide otherwise, the resolutions of the General Meeting are adopted by an absolute majority of votes cast. Elections of the Chairman of the General Meeting, the Chairman and the members of the Supervisory Board and members of the Ballot Committee and other appointed Committees made during the General Meeting require a simple majority of votes cast; however, if such majority is not obtained in the first vote, a further election is carried out between the two candidates who received the greatest number of votes The General Meeting, apart from other matters specified in the Commercial Companies Code and these Articles of Association, shall have the authority to adopt resolutions in the following matters: -- 1) determining the rules of remunerating members of the Supervisory Board, ) creating and liquidating special funds; this does not refer to funds whose creation is required by statutory Polish law, ) appointing the liquidators of the Bank in the case of the Bank's liquidation for the reasons other than those provided in section 12 of the Banking Law, ) other matters specified in the provisions of statutory law, these Articles of Association or submitted by the Supervisory Board, the Management Board or the shareholders representing at least 1/20 of the share capital The acquisition or sale of real estate, or of an interest therein, or a perpetual usufruct do not require the General Meeting's resolution Unless the provisions of statutory Polish law provide otherwise, the General Meeting shall be opened by the Chairman or in his absence - one of the Deputy Chairmen of the Supervisory Board. In the absence of the said persons, the president of the Management Board or a person appointed by the Management Board shall 5

6 open the General Meeting. Then, the Chairman of the General Meeting is appointed from the persons entitled to participate in the General Meeting. The Chairman of the General Meeting presides over debates, but is not entitled to delete matters from the agenda or amend the agenda, without the consent of the General Meeting. 22 The Management Board and Supervisory Board members may participate in the General Meeting. The Bank's auditor shall be invited to participate in the General Meeting, as far as his presence is reasonable or necessary due to the General Meeting's agenda. The absence of any of the Management Board or Supervisory Board members or the auditor does not affect the validity of the General Meeting The Supervisory Board The Supervisory Board performs its duties in accordance with the provisions of the Commercial Companies Code, the Banking Law, these Articles of Association and the Supervisory Board bylaws, in particular: ) supervises the Bank's operations; ) approves the business plan of the Bank, as well as replacement thereof with a new plan or introduction any changes thereto; ) adopts the Supervisory Board by-laws and the Management Board by-laws; ) evaluates the reports of the Management Board on the activities of the group and audited financial accounts; ) approves of the 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; ) consents to actions which are listed in 27 Section 1 of these Articles of Association; ) specifies the rules of the Bank's establishing and acceding to companies operating in Poland or abroad; ) represents the Bank in disputes with members of the Management Board; ) appoints, suspends from performing their duties and recalls the members of the Management Board; ) specifies the remuneration of the members of the Management Board; ) selects a chartered accountant to audit the Bank's financial statement; ) concludes, on behalf of the Bank, agreements with the Management Board members; ) approves the internal division of responsibilities between the Management Board members; 14) applies to the Financial Supervision Authority for consent to the appointment of the President of the Management Board, the Management Board member supervising the 6

7 significant risk management or assigning the already appointed Management Board member supervision over that area; ) notifies the Financial Supervision Authority about the Management Board's composition, its changes and provides information to the Financial Supervision Authority whether the Management Board members fulfil the suitability requirements provided in the Banking Law; ) consents for the Management Board members to sit on the management board or the supervisory board of companies from outside of the Bank's capital group; ) prepares once per year and presents to the Ordinary General Meeting: (a) (b) (c) (d) an assessment of the Bank's standing including an assessment of the internal control, risk management and compliance systems and the internal audit function; such assessment should cover all significant controls, in particular financial reporting and operational control; a report on the activity of the Supervisory Board, containing at least the information on the composition of the Supervisory Board and its committees, the Supervisory Board members' fulfilment on the independence criteria, number of meetings of the Supervisory Board and its committees in the reporting period, self-assessment of the Supervisory Board; an assessment of the Bank's compliance with the disclosure obligations concerning compliance with the corporate governance principles set out in the Exchange Rules and the regulations on current and periodic reports published by issuers of securities; an assessment of the rationality of the Bank's diversity policy of information about absence of such policy The Supervisory Board is authorised to set out the limits referred to in 27 Section 1 item 12) and 14) The Supervisory Board shall have a minimum of five and maximum of 13 members appointed and recalled by the General Meeting. Members of the Supervisory Board shall have a joint term of office of five years At least two members of the Supervisory Board should meet the criteria for being independent from the Bank and the entities being in material affiliation with the Bank. The independence criteria for the Supervisory Board members are adopted by the General Meeting's resolution in accordance with the Best Practices of the WSE Listed Companies. If the number of independent Supervisory Board Members appointed by the General Meeting is lower than the minimum indicated above, the Supervisory Board will still be able to hold the meetings, adopt resolutions and conduct any other factual or legal actions. The independence criteria shall apply to the Supervisory Board members as of the date of the Bank becoming a public company within the meaning of the applicable laws Each member of the Supervisory Board provides the other Supervisory Board members and the Management Board with a statement whether the Supervisory Board member meets the independence criteria referred to in Section 4 above

8 24 1. Supervisory Board meetings shall be held in Warsaw or in such other place as may reasonably be determined by the Chairman of the Supervisory Board The Chairman of the Supervisory Board may call the meeting at another, reasonably determined place, if any of the following occurs: (i) all members of the Supervisory Board grant their consent to holding the meeting at such other place, or (ii) due to exceptional circumstances it is not practicable to hold the meeting in Warsaw and should the meeting be postponed a loss for the Bank could occur. 3. Meetings of the Supervisory Board may also be held without gathering all the members in one place by using telecommunications or audiovisual media that enable simultaneous communication of all the meeting's attendees. The rules of organising meetings according to this procedure are set out in the Supervisory Board by-laws. The Supervisory Board members who participate in the meeting in accordance with the procedure set out in this paragraph shall be deemed present at the meeting The Supervisory Board meetings are valid if all members are informed of the meeting and at least half of the members are present at the meeting All resolutions of the Supervisory Board which are put to the vote at the meetings shall be adopted by a simple majority vote Each Supervisory Board member shall have one vote. The Chairman of the Supervisory Board shall not be entitled to a casting vote Unless otherwise provided for in these Articles of Association or the Commercial Companies Code, the Supervisory Board may adopt resolutions in writing or through means of instantaneous communications but such resolutions shall only be valid if all Supervisory Board members have been notified of the content of the draft resolution in writing at least ten business days prior to such resolution being passed, unless otherwise agreed by all the Supervisory Board members in writing (including ) in relation to a specific resolution The Supervisory Board members shall be entitled to participate in adopting resolutions by casting their votes in writing through another Supervisory Board member. The casting of such a vote in writing may not relate to matters placed on the agenda during the meeting of the Supervisory Board. 5. The Supervisory Board members shall not be entitled to vote or count in the quorum at any meeting of the Supervisory Board in which he/she has a personal interest and must in any event declare that interest. The Supervisory Board members shall, however, be entitled both to vote and count in the quorum at any meeting of the Supervisory Board in respect of any matter in which he/she has an interest other than a personal interest (including where such interest arises by virtue of dealings between the entity or person who nominated him/her and the Bank) notwithstanding such interest, provided that such member has first declared the interest in writing to the other Supervisory Board members. However, a failure to disclose such circumstance will not result in the invalidity of the resolutions adopted with the participation of such member of the Supervisory Board The following matters may be undertaken by the Bank, only following the approval of the Supervisory Board in the form of a resolution:

9 1) 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; 2) 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; ) 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; ) 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; ) 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; ) changing the accounting policies or principles in the preparation of audited accounts which may have a material impact on such accounts; ) providing any guarantee or creating or granting any permission to create, any mortgage, charge, encumbrance or other security on any asset other than arising from the scope of the Bank activities specified in 6 of these Articles of Association where the relevant amount being guaranteed or secured exceeds or may exceed EUR 20 million in principal amount in aggregate; ) [repealed]; ) 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; ) 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; ) 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; ) acquisition and disposal of fixed assets, if such operations exceed the limits specified by the Supervisory Board;

10 13) 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; ) 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 such operations exceed the limits specified by the Supervisory Board; ) specifying limits of country risks, exchange risks, interest rate risks; ) 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; ) specification of general rules regarding employee bonuses; ) approving candidates for the supervisory or management boards of entities controlled by the Bank or affiliated with it; ) 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; ) 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; ) 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) The Supervisory Board issues opinions in the form of a resolution in particular in respect of the following cases: ) all matters that the Management Board intends to present to the General Meeting for final decision; ) adopting internal regulations concerning the organisation of, and authority with respect to credit decisions and problematic exposures; ) appointment and liquidation of organisational units of the Head Office as well as Bank's local organisational units; ) adopting the Operational By-laws of the Bank; ) granting commercial proxies, excluding branch commercial proxies; 6) any other matters in which the Management Board should obtain Supervisory Board's opinion pursuant to the Management Board by-laws

11 28 1. The Supervisory Board shall establish an Audit Committee, a Remuneration Committee and a Risk Committee. The Supervisory Board may also establish a Sub-Committee that would address special issues not falling within the competence of the committees of the Supervisory Board mentioned in the preceding sentence The powers, duties, responsibilities, composition and manner of appointment of the members of the committee, and other issues regarding the functioning of the committee shall be determined by the Supervisory Board in the committee's by-laws The Supervisory Board may establish such other committees and delegate such authority as it deems fit, provided that such authority falls within the prerogatives of the Supervisory Board and is not reserved for the competence of the full Supervisory Board [repealed] The Management Board The Management Board shall manage the affairs of the Bank and represent the Bank The Management Board is authorized to undertake all the actions that do not fall within the competency of the Supervisory Board and the General Meeting The members of the Management Board shall, in their relationship with the Bank, be subject to the limitations set forth in the Commercial Companies Code, these Articles of Association, the Management Board by-laws and resolutions of the Supervisory Board and General Meeting The Management Board by-laws are adopted by the Supervisory Board The Management Board shall have a minimum of three members appointed by the Supervisory Board for a unified term of office of five years The Management Board consists of: ) the President of the Management Board; ) the Vice-President or Vice-Presidents of the Management Board; ) the remaining members of the Management Board The President of the Management Board manages the work of the Management Board by convening the Management Board meetings and presiding over debates. The President of the Management Board shall supervise, in particular, internal audit, human resources and compliance (activities connected with, inter alia, compliance by the Bank's employees with the binding standards, information security, anti-money laundering and counteracting bank crimes), as well as the legal department The Vice-president or one of Vice-presidents may be appointed by the Supervisory Board as the First Vice-president. In the event of such an appointment, the First Vice-president shall supervise, in particular, the Bank's retail banking activities

12 9. Appointing the President of the Management Board and the Management Board member supervising the significant risk management, as well as assigning the supervision of this area to already appointed Management Board member requires a consent of the Financial Supervision Authority Subject to Section 11 below, decisions on taking up liabilities or disposing of assets for which the total value per entity exceeds 5% of the Bank's own funds are made by the Management Board in the form of a resolution, provided that the decisions do not refer to matters which fall within the authority of other corporate bodies of the Bank under applicable legal regulations or these Articles of Association Decisions mentioned in Section 10 above which fall within the competency of the Management Board may be made by the Bank's committees, each of the Management Board members or the Bank's employees, on the basis of an authorization granted by the Management Board in the form of a resolution Two members of the Management Board acting jointly, one member of the Management Board acting jointly with a holder of the commercial power of attorney, two holders of the commercial power of attorney acting jointly, as well as attorneys-in-fact within the scope of granted authorization may make representations on behalf of the Bank Each Management Board Member shall have one vote All resolutions of the Management Board which are put to the vote at the meeting shall be adopted by a simple majority vote The adoption of resolutions by the Management Board through means of instantaneous communications or in writing shall be allowed. However, the resolution shall only be valid if all Management Board Members have been notified of the contents of the draft resolution and have agreed to such mode of adopting resolutions V. The Bank's Structure And Rules of Functioning of the Management System The Bank performs its duties through the Head Office and Bank's local organisational units The Head Office of the Bank shall among others - aim to: ) create the strategy and development of the Bank, ) prepare consolidated balances and statements, ) prepare internal draft by-laws, ) prepare documents and materials for the Bank's governing bodies, ) cooperate with domestic and international banks, financial institutions and other organisations, ) cooperate with government and local authorities, ) operationally serve the clients of the Bank in the scope reserved for the Head Office

13 3. The Head Office's organisational units are: ) departments, ) offices, ) the brokerage office The Bank's local organisational units are domestic branches In extraordinary situations the Management Board is entitled to appoint independent teams for specific tasks, to work as the Head Office's organisational units In order to resolve the Bank's problems and coordinate certain matters, the Management Board may in the form of a resolution create committees, appoint their members and determine the subject of work and operating rules of such committees Subject to 27 Section 2 item 3), appointment and liquidation of organisational units of the Head Office as well as the Bank's local organisational units, shall be made by the Management Board Subject to 27 Section 2 item 4), the Bank's internal organisation shall be ruled by the Operational By-laws adopted by the Management Board The Bank has a management system comprising a set of principles and mechanisms related to the decision processes taking place at the Bank and the assessment of the banking activity Within the management system the following systems in particular operate at the Bank: (a) the risk management system, aimed at identifying, measuring/estimating, controlling and monitoring the risk assumed within the Bank's activity, and ensuring correctness of the process of setting and achieving specific targets within the activity conducted by the Bank, -- (b) the internal control system The Management Board designs, implements and ensures the operation of the management system, especially develops and implements a coherent and comprehensive structure of the internal control system The Supervisory Board supervises the implementation of the management system, and assesses the adequacy and effectiveness of the system Within the framework of the risk management system the Bank: (a) (b) applies formalised rules aimed at assessing assumed risk and the principles of risk management, applies formalised procedures aimed at identifying, measuring/estimating and monitoring the risk assumed within the Bank's activity, taking into account the estimated level of risk in the future, (c) applies formalised risk limits and the principles of proceeding if the limits are exceeded,

14 (d) (e) applies the adopted management reporting system which makes it possible to monitor the level of risk, has an organisational structure adjusted to the level and profile of risk assumed by the Bank In the Bank operates an internal control system, which aims to provide: ) effectiveness and efficiency of the Bank's operations, ) credibility of financial reporting, ) compliance with the rules of risk management in the Bank, ) compliance of the Bank's operations with law, internal regulations and market standards Within the internal control system Bank differentiates: ) organisational units responsible for ensuring compliance with control mechanisms related in particular to the Bank's risk management, ) organisational unit responsible for identification, assessment, control and monitoring of the risk of non-compliance of the Bank s operations with the law, internal regulations and market standards and for submitting reports in this area, ) an independent internal audit unit which purpose is auditing and evaluating in an independent and objective manner the adequacy and effectiveness of the risk management system and internal control system, with the exception of this organisational unit A person managing an internal audit unit is accountable directly to the President of the Management Board. The Supervisory Board supervises and approves proper placement of internal audit unit in the organizational structure of the bank guaranteeing its performance of tasks in an independent and objective manner Location, rights, scope of audit and responsibility of the internal audit unit and the form, content, location and date of submission of the monitoring report, arrangements for the appeal process, manner of indication of the unit responsible for the implementation of post-audit recommendations and the method of verifying the implementation of post-audit recommendations are specified in audit strategy/chart which is subject to approval by the Supervisory Board The internal audit unit performs its activities according to the audit plans. These plans require the approval of the Supervisory Board and are subject to approval by the Management Board The internal audit unit is obliged to prepare periodic, not less frequently than once a year, reports on its activities to the Management Board and the Supervisory Board, however, any material breaches are to be notified to the Management Board and the Supervisory Board on an immediate basis The bodies authorised to adopt internal regulations are as follows:

15 1) in matters requiring the General Meeting's decision the General Meeting, in the form of a resolution, ) in matters requiring the Supervisory Board's decision the Supervisory Board, in the form of a resolution, ) in matters requiring the Management Board's decision and the Supervisory Board's or the General Meeting's approval or consent the Management Board, in the form of a resolution, after the Supervisory Board or the General Meeting has granted the relevant consent, ) in matters requiring the Management Board's decision but not requiring any other bodies' approval or consent the Management Board, in the form of a resolution, ) in matters within the scope of a Management Board member's competences that Management Board members, in the form of a regulation, ) in matters specified by the regulations referred to in items 4)-5) above the Bank's directors, in the form of a regulation, ) in matters specified in the Management Board's resolution regarding the establishment of a committee the committee's president, in the form of a regulation The detailed rules for preparing, issuing opinions on and issuing internal regulations are specified in Management Board orders a The Bank may cooperate with its affiliated companies or its dominant entity by allocating the available resources or using the available systems of the Bank, in particular with respect to usage of IT technology and systems, including data processing, creating, use and servicing of the relevant software and IT infrastructure VI. Accounting and own funds 37 The Bank's financial year is the calendar year The Bank's Management Board will procure that the annual financial statements of the Bank are prepared within 3 months following the completion of the relevant financial year. Immediately after preparing the statement, the Bank's Management Board provides the Supervisory Board with such annual financial statements, audited by a chartered accountant, along with its/his/her report and opinion, as well as with any suggestions concerning profit distribution or loss coverage and a report on the Bank's operations. The Supervisory Board evaluates the annual financial statements and the report on the Bank's operations, and prepares a written report on such basis that is to be delivered to the General Meeting together with the audited financial statement. Within six months following the end of the relevant financial year, the General Meeting approves the financial statements and the Management Board's report on the Bank's operations. The Bank conducts its accountancy activities and prepares financial statements in accordance with the International Accounting Standards and the International Financial Reporting Standards

16 39 [repealed] 40 The Bank establishes following funds: ) share capital for financing the activities of the Bank, created with payments for shares equal to their nominal value or non-cash contributions to the amount corresponding to the nominal value of the shares acquired in exchange for these contributions, ) the supplementary capital, created from net profit, surplus achieved in an issue of shares above their nominal value, remaining after covering share issue costs and additional payments made by the shareholders in lieu of vesting certain powers to their existing shares, provided such additional payments are not used for compensating extraordinary write-offs or losses, ) reserve capital allocated to cover special losses and expenses, created from net profit in an amount agreed by the General Meeting, ) general risk fund allocated to cover unidentified risks of banking operations, created from net profit in an amount agreed by the General Meeting At least 8% of profit for a given financial year is allocated for the supplementary capital until its value reaches at least one third of the share capital [repealed] 43 [repealed] 44 The Bank's finances are managed on the basis of the annual financial plans prepared by the Management Board and approved by the Supervisory Board VII. Final provisions 45 As of the date of the Bank becoming a public company, and unless any other provisions provide otherwise, the Bank will make all announcements required by law on its website. The Bank will provide the members of the Supervisory Board upon their request with an English translation of such announcement Minutes and resolutions of the Management and Supervisory Boards are prepared in Polish and in English, with the Polish language version prevailing except for obvious errors. These documents will be translated into other languages, if required