Compliance with the Code of Best Practice for WSE Listed Companies

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Bank Pekao S.A. has followed the Code of Best Practice for WSE listed Companies since 2002, when the Supervisory Board of the Warsaw Stock Exchange for the first time formulated a set of corporate governance guidelines. As stated in the Preamble, The Code of Best Practice for WSE Listed Companies "aims at enhancing transparency of listed companies, improving quality of communication between companies and investors, and strengthening protection of shareholders' rights, including those not regulated by legislation, while refraining from imposing a burden on listed companies that may outweigh the benefits resulting from market needs."

The observance of the Code of Best Practice for WSE Listed Companies does not require a formal approval of the document by the Bank.

In 2014, the Bank adhered to the principles set out in the Code of Best Practice for WSE Listed Companies, adopted by the Supervisory Board of the WSE on November 21, 2012 in Resolution No. 19/1307/2012 with the exception of Principles I.12 and IV.10.2 related to providing the shareholders with an opportunity to participate in general meetings using electronic communication.

In the notice convening the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna, published in the current report No. 9/2014 dated May 16, 2014, the Bank informed that: Considering the fact that the Shareholder Structure of the Bank is characterised by a large number of shareholders and geographical and linguistic diversity, which means that the correct identification of the shareholders and ensuring the appropriate level of security of electronic communication would require that the Bank should use advanced technological solutions that it currently does not have, in accordance with Art. 4065 § 2 of the Commercial Companies Code and § 8a(2) of the Statute of the Bank, the Management Board of the Bank resolved that the participation in the Ordinary General Meeting of the Bank for the year 2013 using electronic communication would not be possible."

The Bank's Management Board allows participation in General Meetings with the use of electronic communication when it ensures that technical conditions have been met that are required to enable such participation.

Seeking to ensure compliance with the Rules of the Warsaw Stock Exchange, the Bank – as a listed company – publishes a Statement on Application of Corporate Governance Standards. The Statement is part of each annual report and its scope and form is consistent with the standards set out in Resolution No. 1013/2007 of the Management Board of the WSE, dated December 11, 2007.

Publishing the Statement on Application of Corporate Governance Standards, the Bank has also been complying with PFSA's Recommendation of April 9, 2014 on the quality of reporting on corporate governance (the "comply or explain" approach).

A requirement to include in Annual Reports a Statement of Compliance with corporate governance standards has also been imposed under the Minister of Finance's Regulation on current and periodic information to be published by issuers of securities and conditions for recognition as equivalent of information whose disclosure is required under the laws of a non-member state, dated February 19, 2009.

The Bank's Statement on Application of Corporate Governance Standards in 2014 ("Corporate Governance Statement"), whose contents conform to the requirements laid down by the above given regulations, forms part of the Annual Report.