Current reports

Current Report No. 16/2007

Legal basis:§ 39 section 1 item 1) of the Ordinance of the Minister of Finance on current and periodical information provided by issuers of securities dated 19 October 2005.

Bank Handlowy w Warszawie S.A. informs that by way of resolution of 17 April 2007 the Management Board convened an Ordinary General Meeting of the Bank for 21 June 2007. The Ordinary General Meeting of the Bank will be held at 11.00 am in the Bank’s seat in Warsaw, at 7/9 Traugutta Street, 1st floor, L. Kronenberg room.

Agenda of the meeting:

1. Opening of the General Meeting;
2. Election of the Chairperson of the General Meeting;
3. Concluding correctness of convening the General Meeting and its ability to adopt binding resolutions;
4. Adoption of the agenda;
5. Election of the Voting Committee;
6. Adoption of resolutions on:
   1) consideration and approval of the Management Board’s Report on the Activities of Bank Handlowy w Warszawie S.A. in 2006 and the financial statements of Bank Handlowy w Warszawie S.A. for 2006;
   2) consideration and approval of the Report of the Supervisory Board of Bank Handlowy w Warszawie S.A. on its activities in the period from the Ordinary General Meeting held in 2006 to the Ordinary General Meeting held in 2007 as well as the results of the assessment of the activities and financial statements of the Bank and the Bank’s Capital Group and the Management Board’s motion on the distribution of the net profit for 2006;
   3) acknowledgement of the performance of duties in the year 2006 by the Management Board Members;
   4) acknowledgement of the performance of duties in the year 2006 by the Supervisory Board Members;
   5) distribution of the net income for 2006 and dividend payment and determination of the dividend date and the dividend payment date;
   6) consideration and approval of the Report on Activities of the Capital Group of Bank Handlowy w Warszawie S.A. in 2006 and the consolidated financial statements of the Capital Group of Bank Handlowy w Warszawie S.A. for 2006;
   7) amendments to the Bank’s Articles of Association;
   8) compliance by Bank Handlowy w Warszawie S.A. with corporate governance standards;
   9)changes in the composition of the Bank’s Supervisory Board.
7. Closure of the General Meeting.
   
   

In connection with the intended change of the Articles of Association, Bank Handlowy w Warszawie S.A. presents the current and proposed wording of its provisions.

1. In § 15 the current wording shall be marked as section 1 and sections 2, 3 and 4 shall be added, worded as follows:
   
   „2 If the Supervisory Board Member’s mandate expires during the tenure, the remaining Members of the Supervisory Board are entitled to appoint in the course of co-option a new member, who shall fulfill his/her duties until the next General Meeting. Provisions of § 14 section1 and section 4 of the Articles of Association shall apply to the appointment of a Supervisory Board Member in the course of co-option.
   3. The General Meeting is entitled to prolong the mandate of the co-opted member until the end of his/her predecessor’s tenure, or to appoint a new Supervisory Board Member in his/her place.
   4. The Supervisory Board shall not be composed of more than two members appointed in the course of co-option.”

2. In § 18 section1, point 10) shall be added, worded as follows:
   „10) supervision of the management system implementation in the Bank and assessment of the adequacy and effectiveness of the system.”

3. The existing wording of § 24 is now marked as item 1 and items 2 and 3 shall be added, worded as follows:
   „2. The acquisition and transfer of a real property , the right if perpetual usufruct or a share in a real property by the Bank shall not require a resolution of the General Meeting or a resolution of the Management Board as long as it is connected with the Bank’s seeking collection of debts resulting from banking operations, provided that the value of the real property, the perpetual usufruct or the share in a real property does not exceed the value of PLN 10,000,000.
   3. The Management Board of the Bank shall develop, implement and ensure the operation of the management system in the Bank.”

4. New wording of § 39 of the Articles of Association.

 4.1. § 39 of the Articles of Association shall be worded as follows:

1. The Bank shall have an internal control system that will verify the Bank’s operations, both in terms of their legality and correctness, as well as the accuracy of the statements and information submitted by the Bank.

2. The internal control system shall include risk control mechanisms, examining compliance of the Bank’s activities with laws and internal regulations as well as internal audit.

3. The internal control system is aimed at supporting decision-making processes that contribute to ensuring effectiveness and efficiency of the bank’s activities, credibility of financial statements and compliance of the Bank’s activities with laws and internal regulations.

4. The internal audit in the Bank shall be performed by the Audit Department which shall constitute a separate organizational unit operating as part of the Bank’s structure and directly dependent on the Management Board. The task of the Audit Department shall be to examine and assess, independently and objectively, the adequacy and efficiency of the internal audit system, as well as to issue opinions on the Bank’s management, including the efficiency of the management of risk resulting from the Bank’s operations.

5. The functional internal control at the Bank shall be performed by each employee and, additionally, by such employee’s direct superior and persons cooperating with the superior, as well as by managers of organizational units of the Bank, in terms of the quality and correctness of tasks performed by individual employees in order to ensure the compliance of their tasks with the Bank’s control procedures and mechanisms.

6. The Supervisory Board shall perform direct supervision of the activities of the Audit Department. The Supervisory Board may appoint an internal audit committee from among its members to perform supervisory activities in this regard.

7. The head of the Audit Department shall regularly, at least once a year, provide the Supervisory Board and the Management Board with information about the discovered irregularities and conclusions from internal audits conducted and measures taken to remedy such irregularities or implement such conclusions. The head of the Audit Department shall be authorized to participate in the Management Board and Supervisory Board meetings at which matters pertaining to the Bank’s internal control will be discussed.

8. The Management Board of the Bank shall determine the detailed rules of the internal control at the Bank and the organization and scope of activity of the Audit Department.”

 4.2. The current wording of § 39 of the Articles of Association:

1. The Bank shall have an internal audit system that will verify the Bank’s operations, both in terms of their legality and correctness, as well as the accuracy of the statements and information submitted by the Bank. The purpose of the internal audit system at the Bank shall be to support the Bank’s management, improve the performance of its tasks, and ensure the security and stability of the Bank’s functioning.
2. The institutional internal audit at the Bank shall be performed by the Audit Department which shall constitute a separate organizational unit operating as part of the Bank’s structure and directly dependent on the Management Board. The task of the Audit Department shall be to examine and assess, independently and objectively, the adequacy and efficiency of the internal audit system, as well as to issue opinions on the Bank’s management, including the efficiency of the management of risk resulting from the Bank’s operations.
3. The functional internal audit at the Bank shall be performed by each employee and, additionally, by such employee’s direct superior and persons cooperating with the superior, as well as by managers of organizational units of the Bank, in terms of the quality and correctness of tasks performed by individual employees in order to ensure the compliance of their tasks with the Bank’s audit procedures and mechanisms.
4. The Supervisory Board shall perform direct supervision of the internal audit at the Bank. The Supervisory Board may appoint an internal audit committee from among its members to perform supervisory activities in this regard.
5. The head of the Audit Department shall regularly provide the Supervisory Board and the Management Board with information about the discovered irregularities and conclusions from internal audits conducted and measures taken to remedy such irregularities or implement such conclusions. The head of the Audit Department shall be authorized to participate in the Management Board and Supervisory Board meetings at which matters pertaining to the Bank’s internal audit will be discussed.
6. The Management Board of the Bank shall determine the detailed rules of the internal audit at the Bank and the organization and scope of activity of the Audit Department.

Registered deposit certificates should be delivered to Bank Handlowy w Warszawie SA, Shareholder Registration Desk in Warsaw, 16 Senatorska Street (main entrance – ground floor) between 5 June 2007 and 12 June 2007 at 10:00 a.m. – 02:00 p.m.