Resolutions adopted by BOŚ S.A. Extraordinary General Meeting on 13 February 2018 Resolution No. 1/2018 on the Election of the General Meeting Chair BOŚ S.A. Extraordinary General Meeting hereby appoints Andrzej Leganowicz to the position of the Chair of the General Meeting. ------------------- This resolution shall come into force upon adoption. --------------------- Supervisory Board Chair, Wojciech Piotr Wardacki stated that the resolution was adopted in secret voting, as a total of 45,856,581 valid votes were cast, including: -------------------------------------------------------------------- - votes for 45,856,581, -------------------------------------------------------- - votes against 0, --------------------------------------------------------------- - abstentions 0, ----------------------------------------------------------------- totalled 45,856,581, which represents the share capital percentage of 72.93%. Resolution No. 2/2018 on the Election of the General Meeting Secretary The Extraordinary General Meeting of BOŚ S.A. hereby appoints Mr Paweł Krochmal to the position of the Secretary of the General Meeting. ----------- This resolution shall come into force upon adoption. --------------------- The Chair of the Extraordinary General Meeting stated that the resolution was adopted in secret voting, as a total of 48,756,581 valid votes were cast, including: -------------------------------------------------------------------- - votes for 48,756,581, -------------------------------------------------------- - votes against 0, ---------------------------------------------------------------
2 - abstentions 0, ------------------------------------------------------------------ totalled 48,756,581, which represents the share capital percentage of 77.55%. Resolution No. 3/2018 on the approval of the Meeting Agenda. The Extraordinary General Meeting of BOŚ S.A. hereby adopts the following meeting agenda: --------------------------------------------------------------------- 1. Opening of the General Meeting. -------------------------------------------- 2. Election of the General Meeting Chair. ------------------------------------- 3. Announcing legality of calling of the General Meeting and of its capacity to adopt resolutions. ----------------------------------------------------------------- 4. Election of the General Meeting Secretary. ------------------------------- 5. Approval of the meeting agenda. -------------------------------------------- 6. Presentation of the draft and adoption of the resolution on: increasing the share capital through the issue of V series shares in the form of a private placement, waiver of current shareholders pre-emptive rights, in their entirety, regarding V series shares, dematerialization and requesting acceptance and introduction of V series shares and rights to V series shares into the turnover on the regulated market maintained by Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) and amendments to the Bank s Articles of Association. ------------------------------------- 7. Presentation of the draft and adoption of the resolution to amend Resolution No. 28/2017 of BOŚ S.A. General Meeting of 6 June 2017 the rules for calculation of remunerations of the Bank Management Board members. ------------------------------------------------------------------------------------------- 8. Changes to the composition of BOŚ S.A. Supervisory Board. ------ a) adoption of resolutions on dismissing Supervisory Board Members, -------------------------------------------------------------------------------------------
3 b) adoption of resolutions on appointing Supervisory Board Members. ------------------------------------------------------------------------------------------ 9. Closing of the General Meeting. --------------------------------------------- This resolution shall come into force upon adoption. --------------------- The Chair of the Extraordinary General Meeting stated that the resolution was adopted in open voting, as a total of 49,053,568 valid votes were cast, including: ---------------------------------------------------------------------------- - votes for 49,053,568, -------------------------------------------------------- - votes against 0, --------------------------------------------------------------- - abstentions 0, ----------------------------------------------------------------- totalled 49,053,568, which represents the share capital percentage of 78.02%. Resolution No. 4/2018 on: increasing the share capital through the issue of V series shares in the form of a private placement, waiver of current shareholders preemptive rights, in their entirety, regarding V series shares, dematerialization and requesting acceptance and introduction of V series shares and rights to V series shares into the turnover on the regulated market maintained by Warsaw Stock Exchange and amendments to the Bank s Articles of Association The Extraordinary General Meeting of Shareholders of Bank Ochrony Środowiska Spółka Akcyjna domiciled in Warsaw ( Bank ) acting under art. 431 Par. 1 and 2 (1), art. 432 and art. 433 Par. 2 of the Commercial Companies Code of 15 Sep. 2000 (Journal of Laws of 2017, item 1577) ( Commercial Companies Code ), art. 27 section 2 (3, 3a and 3b) of the Act on the public offer and terms of introducing financial instruments into organised turnover system and on public companies of 29 July 2005 (Journal of Laws of 2016, item 1639 with further amendments) ( Public Offer Act ), art. 5 section 1 (1 and 2) of the financial instruments trading act of 29 July 2005
4 (Journal of Laws of 2017, item 1768) ( Financial Instruments Trading Act ), and also Par. 10 item 9 and Par. 30 of the Bank s Articles of Association, hereby rule as follows: -------------------------------------------------------------------------- Par. 1. 1. The Bank Extraordinary General Meeting hereby decides to increase Bank s share capital by an amount not lower than ten (10) zlotys and no higher than four hundred million (400,000,000) zlotys, i.e. up to an amount not lower than six hundred and twenty-eight million seven hundred and thirtytwo thousand four hundred and sixty (628,732,460) zlotys and not higher than one billion twenty-eight million seven hundred and thirty-two thousand four hundred and fifty (1,028,732,450) zlotys through the issue of at least one (1) and not more than forty million (40,000,000) V series shares of ten (10) zlotys nominal value each ( V Series Shares ). The share capital shall be increased in the form of a private placement with pre-emptive rights waived as stated below. 2. All the V Series Shares shall be ordinary bearer shares. ------------- 3. No special rights shall be associated with the V Series Shares. ---- 4. The V Series Shares shall be in total covered out of money deposits prior to the registration of the share capital increase. ----------------------- 5. The V Series Shares shall participate in the dividend under the following terms: ----------------------------------------------------------------------------------- a. If the V Series Shares are issued or first time booked on a securities account no later than on the dividend day set forth in the general meeting s resolution on the profit distribution, they shall participate in the dividend starting from the profit for the previous financial year, i.e. from 1 January of the financial year directly preceding the year in which the shares were issued or for the first time booked on the securities account, ---------------- b. If the V Series Shares are issued or for the first time booked on the securities account on the day past the dividend day set forth in the general meeting s resolution on the profit distribution, they shall participate in the dividend starting from the profit for the financial year in which the shares were
5 issued or for the first time booked on the securities account, i.e. from 1 January of the financial year. ----------------------------------------------------------------- 6. In the Bank s interest, in accordance with the Bank Management Board s written opinion presented to the General Meeting the current shareholders pre-emptive rights with regard to all the V Series Shares shall be waived. The Bank Management Board s written opinion justifying the reasons for the waiver of the current shareholders pre-emptive rights regarding the V Series Shares and specifying the algorithm of determining the issue price of the V Series Shares has been included in the appendix hereto. -- 7. The issue price of the V Series Shares shall be set by the Bank Supervisory Board under terms set forth herein (authorisation), subject to the results of the book building process. ------------------------------------------------------- 8. The V Series Shares and, if applicable, the rights to the V Series Shares ( PDA ) shall be securities with no material document form and shall be subject to dematerialization as defined in the Financial Instruments Trading Act. -------------------------------------------------------------------------------------------------- 9. The V Series Shares and, if applicable, the PDA shall be subject to requesting acceptance and introduction into the turnover on the regulated market maintained by Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) ( WSE ) upon fulfilment of relevant criteria and conditions set forth in relevant laws and WSE regulations allowing acceptance of the V Series Shares and PDA to the turnover on this market. ---- Par. 2. 1. The issue of the V Series Shares shall be carried out through private placement as defined in art. 431 Par. 2 (1) of the Commercial Companies Code targeting solely selected investors ( Authorised Investors ), who fulfil the following terms and conditions ( Authorised Investor Prerequisites ) set forth herein: ------------------------------------------------ (i) they are professional clients as defined in the Financial Instruments Trading Act or -------------------------------------------------------------------
6 (ii) each of such investors is entitled to purchase the V Series Shares worth an amount calculated at their issue price as of the price determination date, at least 100,000 EUR, at NBP medium currency exchange rate of the issue price determination date. ------------------------------------------------- 2. The issue of the V Series Shares may, at Bank Management Board s sole discretion, be conducted in the form of a public offer as defined in art. 3 section 1 of the Public Offer Act targeting the Authorised Investors. -------- Par. 3. 1. In relation to Par. 1 hereof, par. 28 of the Bank Articles of Association ( Articles of Association ):--------------------------------------------------- The authorised share capital of the Bank amounts to 628,732,450 (six hundred twenty-eight million seven hundred thirty-two thousand four hundred fifty) złotys, divided into 62,873,245 (sixty-two million eight hundred seventy-three thousand two hundred forty-five) shares of 10 (ten) złotys nominal value each. Shares are equal and indivisible. Each shareholder may hold more than one share ; -------------------------------------------------------------------- shall be replaced by the following: ---------------------------------------------- The authorised share capital of the Bank equals no less than 628,732,460 (six hundred twenty-eight million seven hundred thirty-two thousand four hundred sixty) złotys and no more than 1,028,732,450 (one billion twenty-eight million seven hundred and thirty-two thousand four hundred and fifty) zlotys and is divided into no less than 62,873,246 (sixty-two million eight hundred seventy-three thousand two hundred forty six) shares and no more than 102,873,245 (one hundred and two million eight hundred and seventy-three thousand two hundred and forty-five) shares of 10 (ten) złotys nominal value each. The shares are equal and indivisible. Each shareholder may hold more than one share. --------------------------------------------- 2. The Bank Management Board shall determine the final amount of the authorised share capital and the wording of Par. 28 of the Articles of Association on the basis of art. 431 Par. 7 in relation to art. 310 of the Commercial Companies Code, by submitting a statement in the form of a
7 notarial deed on the authorised share capital upon the assignment of the V Series Shares. ------------------------------------------------------------------------------------ Par. 4. The amendment of the Articles of Association to the extent specified herein shall require the approval of the Financial Supervision Authority ( KNF ) under art. 34 section 2 in relation to art. 31 section 3 of the Banking Act of 29 Aug. 1997 (Journal of Laws of 2017, item 1876 with further amendments). ----- Par. 5. The Extraordinary General Meeting hereby authorises the Bank Supervisory Board to determine the consolidated text of the Articles of Association including amendments arising from this Resolution of the General Meeting. -------------------------------------------------------------------------------------------- Par. 6. The Bank Extraordinary General Meeting hereby authorises the Bank Management Board and entrusts the Bank Management Board with any and all activities necessary to execute the provisions hereof and of legal regulations in relation to the issue of the V Series Shares, in particular, to: ------ 1. make, upon the Supervisory Board s approval, an offer to the Authorised Investors to acquire the V Series Shares in accordance with art. 431 Par. 2 (1) of the Commercial Companies Code under terms and conditions set forth herein; -------------------------------------------------------------------- 2. conclude, upon the Supervisory Board s Approval, with the Authorised Investors who have accepted the offer specified in item 1 above, agreements for the acquisition of the V Series Shares in the procedure set forth in art. 431 Par. 2 (1) of the Commercial Companies Code, i.e. private placement; ----------------------------------------------------------------------------------------- 3. set the deadline for submitting offers to acquire the V Series Shares and for the Bank s conclusion of agreements for the acquisition of the V Series Shares, while the Bank s conclusion of the agreements for the acquisition of the V Series Shares may occur no later than within six (6) months upon the day of adoption hereof; --------------------------------------------------
8 4. submit, in the form of a notarial deed, a statement or statements on the amount of the share capital acquired as a result of the private placement of the V Series Shares;----------------------------------------------------------- 5. request acceptance and introduction of the V Series Shares and, if applicable, the PDA into the turnover on the regulated market maintained by WSE, provided the prerequisites for such acceptance and introduction are fulfilled; ---------------------------------------------------------------------------------------------- 6. conclude, with the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.) ( KDPW ), an agreement for the registration of the V Series Shares and, if applicable, the PDA with the depository for securities maintained by the KDPW, for the purpose of dematerialization thereof; ---------------------------------------------------------------------- 7. submit a request to the KNF for the approval of the issue prospectus drawn at least in relation to the request for acceptance of the V Series Shares and, if applicable, the PDA into the turnover on the regulated market; ---------------------------------------------------------------------------------------------- 8. to perform any and all material and legal activities related to the execution of the provisions hereof. ---------------------------------------------------------- Further, the Extraordinary General Meeting hereby authorises the Bank Management Board to make a decision to refrain from the execution hereof, to suspend the execution hereof, to refrain from performing the private placement as defined in art. 431 Par. 2 (1) of the Commercial Companies Code or to suspend the performance of the private placement at any time. By making the decision to suspend the private placement as defined in art. 431 Par. 2 (1) of the Commercial Companies Code, the Bank Management Board may choose not to set another due date for performing the private placement. The due date may be set at a later time, subject to the deadline specified in Par. 6 item 3 hereof. ----------------------------------------------------------------------------- 7.
9 This resolution shall come into force upon adoption, and with regard to the amendments to the Articles of Association on the date these amendments are registered by the registration court. ---------------------------------- Appendix to Resolution No. 4/2018 of Extraordinary General Meeting of Bank Ochrony Środowiska S.A. of 13 February 2018 on: increasing the share capital through the issue of V series shares in the form of a private placement, waiver of current shareholders pre-emptive rights, in their entirety, regarding V series shares, dematerialization and requesting acceptance and introduction of V series shares and rights to V series shares into the turnover on the regulated market maintained by Warsaw Stock Exchange and amendments to the Bank s Articles of Association. Opinion of Management Board of justifying the reasons for the waiver of the current shareholders preemptive rights regarding the V Series Shares and specifying the algorithm of determining the issue price of the V Series Shares This opinion of the Bank Management Board ( Opinion ) was adopted by the Management Board on 16 January 2018 under art. 433 Par. 2 of the Commercial Companies Code in relation to the intention to convene an Extraordinary General Meeting of Shareholders of the Bank with an agenda including adoption of a resolution on: increasing the share capital through the issue of V series shares in the form of a private placement, waiver of current shareholders pre-emptive rights, in their entirety, regarding V series shares, dematerialization and requesting acceptance and introduction of V series shares and rights to V series shares into the turnover on the regulated market maintained by Warsaw Stock Exchange and amendments to the Bank s Articles of Association, under which the Bank s share capital would be increased by an amount of not lower than ten (10) zlotys and no higher than four hundred million (400,000,000) zlotys, i.e. up to an amount not lower than six hundred and twenty-eight million seven hundred and thirty-two thousand
10 four hundred and sixty (628,732,460) zlotys and not higher than one billion twenty-eight million seven hundred and thirty-two thousand four hundred and fifty (1,028,732,450) zlotys through the issue of at least one (1) and not more than forty million (40,000,000) V series bearer shares of ten (10) zlotys nominal value each ( V Series Shares ). The share capital would be increased in the form of a private placement in accordance with art. 431 Par. 2 (1) of the Commercial Companies Code including waiver of current shareholders pre-emptive rights, in their entirety, regarding V Series Shares. -- Justification of Reasons for Waiver of Pre-emptive Rights Regarding V Series Shares In accordance with the main assumptions of the Bank s Framework Development Strategy for 2016-2020, the Bank s priority until 2020 shall be the increase of the Bank s profitability, which should enable, according to the Bank s mission, allocation of significant funds to environment protection projects and sustainable development of the country. The plans provide for the Bank to become the pro-ecology projects market leader. As an environmental expert the Bank shall participate and organise syndicated loans funding enterprises addressing the challenges the Polish economy faces in the area of natural environment. Between 1991 and 30 Sep. 2017 the Bank granted proecology loans for a total amount of over 19.1 billion PLN. Bank s co-funding contributed to the accomplishment of investment projects worth a total of 50.2 billion PLN. ---------------------------------------------------------------------------------- Taking into account the assumed growth of the Bank s operational range and the prudential standard requirements, including concentration limits and capital adequacy requirement to comply with prudential standards recommended by the KNF and the fact that the Bank s Recovery Proceedings Program is being performed, it is necessary to increase Bank s capital. The Bank Management Board, aiming at increasing the capital as soon as possible, hereby recommend an increase of the Bank s share capital through the private placement of the V Series Shares, covered out of money deposits, along with the waiver of the current shareholders pre-emptive rights. Any
11 other procedure, particularly the lack of the waiver of the pre-emptive rights, will significantly prolong the process and may delay the completion of the Bank s Recovery Proceedings Program. -------------------------------------------------- Taking the above into account, the Bank Management Board hereby state that the issue of the V Series Shares along with the waiver of the Bank current shareholders pre-emptive rights, in their entirety, is in the Bank s interest. Therefore, the Bank Management Board recommend the issue of the V Series Shares along with the waiver of the Bank current shareholders preemptive rights in their entirety. --------------------------------------------------------------- Determination of Issue Price of V Series Shares The issue price of the V Series Shares, according to the draft resolution of the Extraordinary General Meeting specified above, shall be determined by the Bank Supervisory Board on the basis of an authorisation included in the abovementioned resolution, which is compliant with art. 432 Par. 1 (4) of the Commercial Companies Code. ----------------------------------------- The issue price of the V Series Shares shall be determined by the Bank Supervisory Board, subject to the results of the book building process. Due to the volatile situation in the capital markets and the time between the date of adoption of the Extraordinary General Meeting s resolution and the date of determining the issue price of the V Series Shares, the authorisation granted to the Bank Supervisory Board in this regard is justified and in the interest of the Bank. ---------------------------------------------------- Disclaimer In relation to the performance of the Recovery Proceedings Program the Bank hereby reserves the right to publish additional information in this regard, if according to the Bank such information could affect the proposed increase of the Bank s share capital, within a period that will enable the shareholders to become acquainted with such information prior to the Extraordinary General Meeting. ----------------------------------
12 The Chair of the Extraordinary General Meeting stated that the resolution was adopted in open voting, as a total of 49,053,568 valid votes were cast, including: ----------------------------------------------------------------------------- - votes for 40,033,568 (which represents 81.61% of valid votes cast), ------------------------------------------------------------------------------------------------- - votes against 6,120,000, ---------------------------------------------------- - abstentions 2,900,000, ------------------------------------------------------ totalled 49,053,568, which represents the share capital percentage of 78.02%. Resolution No. 5/2018 amending Resolution No. 28/2017 of Ordinary General Meeting of Shareholders of of 6 June 2017 on the rules for calculation of remunerations of Management Board members Acting under art. 378 Par. 2 of the Commercial Companies Code and under art. 5 section 2 of the Act on the Rules for Calculation of Remunerations of Persons Managing Selected Companies of 9 June 2016 (Journal of Laws of 2016, item 1202 with further amendments), the Extraordinary General Meeting of resolves the following: -------------------------------------------------------------------------------------------- Par. 1. In Resolution No. 28/2017 of Ordinary General Meeting of Bank Ochrony Środowiska S.A. of 6 June 2017 on the rules for calculation of remunerations of Management Board members, in Par. 8, past section 1 the following section 1 shall be added: ---------------------------------------------------------- 1. Additionally, the Supervisory Board, in the contract for management services, may grant a Bank Management Board member the right to use other services, to the extent and under terms and conditions
13 precisely specified by the Supervisory Board. These services may include, in particular, a paid break in the performance of the management services of a maximum period of 24 calendar days in a given financial year.. ------------------ Par. 2. This resolution shall come into force upon adoption. --------------------- The Chair of the Extraordinary General Meeting stated that the resolution was adopted in open voting, as a total of 49,053,568 valid votes were cast, including: ---------------------------------------------------------------------------- - votes for 38,659,994, -------------------------------------------------------- - votes against 120,000, ------------------------------------------------------ - abstentions 10,273,574, ---------------------------------------------------- totalled 49,053,568, which represents the share capital percentage of 78.02%. Resolution No. 6/2018 on the dismissal of a Supervisory Board Member Par. 1 Acting under art. 385 Par. 1 of the Commercial Companies and Par. 10 Item 6 of the Bank s Articles of Association, the Extraordinary General Meeting of BOŚ S.A. hereby dismisses, from the Supervisory Board, in secret voting, Oskar Kowalewski.--------------------------------------------------------------------- 2 This resolution shall come into force upon adoption. ---------------------- The Chair of the Extraordinary General Meeting stated that the resolution was adopted in secret voting, as a total of 49,053,568 valid votes were cast, including: -------------------------------------------------------------------- - votes for 35,879,443, -------------------------------------------------------- - votes against 6,000,000, ---------------------------------------------------
14 - abstentions 7,174,125, ------------------------------------------------------ totalled 49,053,568, which represents the share capital percentage of 78.02%. Resolution No. 7/2018 on the Appointment of a Supervisory Board Member Par. 1 Acting under art. 385 Par. 1 of the Commercial Companies and Par. 10 Item 6 of the Bank s Articles of Association, the Extraordinary General Meeting of BOŚ S.A. hereby appoints, to the Supervisory Board, in secret voting, IWONA BEATA DUDA. --------------------------------------------------------------- 2 This resolution shall come into force upon adoption. --------------------- The Chair of the Extraordinary General Meeting stated that the resolution was adopted in secret voting, as a total of 49,053,017 valid votes were cast, including: --------------------------------------------------------------------- - votes for 40,033,017, -------------------------------------------------------- - votes against 0, ---------------------------------------------------------------- - abstentions 9,020,000, ------------------------------------------------------ totalled 49,053,017, which represents the share capital percentage of 78.02%.
15 Resolution No. 8/2018 on the Appointment of a Supervisory Board Member Par. 1 Acting under art. 385 Par. 1 of the Commercial Companies and Par. 10 Item 6 of the Bank s Articles of Association, the Extraordinary General Meeting of BOŚ S.A. hereby appoints, to the Supervisory Board, in secret voting, DARIUSZ JÓZEF WASILEWSKI. ------------------------------------------------- 2 This resolution shall come into force upon adoption. ---------------------- The Chair of the Extraordinary General Meeting stated that the resolution was adopted in secret voting, as a total of 49,053,017 valid votes were cast, including: -------------------------------------------------------------------- - votes for 40,033,017, -------------------------------------------------------- - votes against 0, --------------------------------------------------------------- - abstentions 9,020,000, ------------------------------------------------------ totalled 49,053,017, which represents the share capital percentage of 78.02%.