Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014

Transkrypt

1 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on the election of the Chairperson of the Ordinary General Meeting BGŻ S.A. The Ordinary General Meeting resolves to elect...as the chairperson. 1

2 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on adoption of the agenda of the Ordinary General Meeting of BGŻ S.A. The Ordinary General Meeting resolves to adopt the following agenda of the meeting: 1 1. Opening of the Meeting. 2. Election of the Chairperson of the Meeting. 3. Confirmation that the Meeting has been convened in a proper manner and that it is capable of passing resolutions. 4. Acceptance of the Agenda of the Meeting. 5. Review of the Appraisal Report of the Supervisory Board on the financial statements of the Bank and the Activity Report of the Management Board of the Bank for the year ended 31 st December 2013, and of the motion of the Management Board on the profit allocation for the year ended on 31 st December 2013 together with assessment of adequacy and effectiveness of the Bank s internal control system. 6. Review and approval of: 1) Management Board Report on the Activity of the Bank for the financial year ended 31 st December 2013, 2) Financial Statements of the Bank for the financial year ended 31 st December Passing resolution on the allocation of profit of the Bank for the financial year ended 31 st December Review of the Appraisal Report of the Supervisory Board on the Consolidated Financial Statements of the Capital Group of BGŻ S.A. and the Activity Report of the Capital Group of BGŻ S.A. for the financial year ended 31 st December Review and approval of: 1) Consolidated Financial Statements of the Capital Group of BGŻ S.A. for the financial year ended 31 st December 2013, 2) Activity Report of the Capital Group of BGŻ S.A. for the financial year 31 st December

3 Draft 10. Passing resolutions on granting a vote of acceptance to the members of the Management Board of the Bank for the fulfillment of their duties. 11. Passing resolutions on granting a vote of acceptance to the members of the Supervisory Board for the fulfillment of their duties. 12. Presentation of the key elements of the merger plan, the report of the Management Board dated 31 October 2013 justifying the merger, the audit opinion and all the material changes to assets, liabilities and equity which occurred between the date of the merger plan and the date of the merger resolution. 13. Passing resolution regarding the merger with Rabobank Polska S.A., the increase of the share capital in Bank Gospodarki Żywnościowej S.A. and the amendments to the statute of Bank Gospodarki Żywnościowej S.A. 14. Passing resolution on the determination of consolidated texts of the Bank s Statute. 15. Closing of the Meeting. The Resolution shall come into force on the day it has been passed. 2 3

4 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on the review and approval of the Management Board Report on the Activity of Bank Gospodarki Żywnościowej Spółka Akcyjna for the financial year ended 31 st December Acting pursuant to 12 para. 1.1 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna, the Ordinary General Meeting resolves as follows: 1 The Ordinary General Meeting reviewed and accepted the Management Board Report on the Activity of Bank Gospodarki Żywnościowej Spółka Akcyjna for the financial year ended 31 st December The Resolution shall come into force on the day it has been passed. 2 4

5 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on the review and approval of the Financial Statements of Bank Gospodarki Żywnościowej Spółka Akcyjna for the year ended 31 st December Acting pursuant to 12 para. 1.1 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna, the Ordinary General Meeting resolves as follows: 1 The Ordinary General Meeting reviewed and approved the Financial Statements of Bank Gospodarki Żywnościowej Spółka Akcyjna, for the financial year ended 31 st December 2013, comprising: - Report on the Bank s balance-sheet as at 31 st December 2013, showing balance-sheet total of PLN (say: thirty five billion seven hundred and sixty three million four hundred and ninety two thousand seventy, 65/100), - Profit and Loss account statement of the Bank for the period from January 1 st, 2013 to December 31 st, 2013 showing net profit of PLN (say: one hundred and sixty two million four hundred and two thousand eight hundred and twenty one, 90/100), - Statement of reconciliation of movements in shareholders' equity of the Bank for the period from January 1 st, 2013 to December 31 st, 2013 showing increase of shareholders equity in the amount of PLN (say: thirty eight million five hundred fourteen thousand five hundred and sixty six, 61/100), - Cash-flow statement for the Bank for the period from January 1 st, 2013 to December 31 st, 2013 showing decrease of net funds by the amount of PLN (say: three hundred twenty two million six hundred and fifty seven thousand two hundred six, 6/100), and - Auditor s notes to financial statements. The resolution shall come into force on the day it has been passed. 2 5

6 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on the profit allocation of Bank Gospodarki Żywnościowej Spółka Akcyjna for the financial year ended 31 st December Acting pursuant to 12 para. 1.3 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna, the Ordinary General Meeting resolves as follows: 1 The net profit given in the Financial Statements for the financial year ended 31 st December 2013 amounting to PLN (one hundred and sixty two million four hundred and two thousand eight hundred and twenty one, 90/100) will be allocated for an increase of the Bank s supplementary capital. The resolution shall come into force on the day it has been passed. 2 6

7 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on the review and approval of Consolidated Financial Statements of Bank Gospodarki Żywnościowej Spółka Akcyjna Capital Group for the year ended December 31 st, 2013 Acting pursuant to 12 paragraph 1.2 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna, the Ordinary General Meeting resolves: 1 After performing necessary review, approves the consolidated financial statements of Bank Gospodarki Żywnościowej Spółka Akcyjna Capital Group, for the financial year ended December 31 st, 2013 consisting of: - Capital Group balance sheet statement as at December 31 st, 2013 with balance sheet total of PLN (say: thirty five billion seven hundred and seventy seven million one hundred and forty thousand nine hundred sixty, 65/100), - Profit and Loss account statement of the Capital Group for the period from January 1 st, 2013 to December 31 st, 2013 showing net profit of PLN (say: one hundred and sixty million one hundred and forty four thousand three hundred and eighty one, 90/100), - Statement of reconciliation of movements in shareholders equity of the Group for the period from 1 st January 2013 to 31 st December 2013 showing increase of shareholders funds by (say: thirty six million five hundred and seventy two thousand six hundred eighty six, 61/100), - Cash-flow report of the Group for the period from 1 st January 2013 to 31 st December 2013 showing decrease of funds by the amount of PLN (say: three hundred twenty two million six hundred and fifty seven thousand two hundred six, 6/100), and - Notes to the consolidated financial statements. The resolution becomes effective on the date it has been passed. 2 7

8 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on the review and approval of the Activity Report of the Capital Group of Bank Gospodarki Żywnościowej Spółka Akcyjna for the financial year ended 31 st December Acting pursuant to 12 para. 1.2 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna, the Ordinary General Meeting resolves as follows: 1 The Ordinary General Meeting reviewed and approved of the Activity Report of the Capital Group of Bank Gospodarki Żywnościowej Spółka Akcyjna for the financial year ended 31 st December The resolution shall come into force on the day it has been passed. 2 8

9 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on granting a vote of acceptance to the member of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties. Acting pursuant to 12 para. 1.4 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna, the Ordinary General Meeting resolves: 1 To grant a vote of acceptance to Mr. Józef Wancer - President of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties for the period from 16 th September 2013 to 31 st December 2013, fulfilling the role of Vice President of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna acting President in the period from 16 th September 2013 to 25 th November 2013 and the role of President of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna - for the period from 26 th November 2013 to 31 st December The resolution shall come into force on the day it has been passed. 9

10 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on granting a vote of acceptance to the Member of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties. Acting pursuant to 12 para. 1.4 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna, the Ordinary General Meeting resolves: 1 To grant a vote of acceptance to Mr. Gerardus Cornelis Embrechts - First President of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties for the period from 1 st January 2013 to 31 st December 2013, fulfilling the role of First Vice President of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna in the period from 1 st January 2013 to 23 rd July 2013 and from 16 th September 2013 to 31 st December 2013, and the role of First Vice President of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna acting President - for the period from 24 th July 2013 to 15 th September The resolution shall come into force on the day it has been passed. 10

11 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on granting a vote of acceptance to the Member of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties. Acting pursuant to 12 para. 1.4 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna the Ordinary General Meeting resolves: 1 To grant a vote of acceptance to Mr. Johannes Gerardus Beuming - Vice President of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties in the period from 1 st January 2013 to 31 st December The resolution shall come into force on the day it has been passed. 2 11

12 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on granting a vote of acceptance to the Member of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of her duties. Acting pursuant to 12 para. 1.4 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna, the Ordinary General Meeting resolves: 1 To grant a vote of acceptance to Ms. Magdalena Legęć - Vice President of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of her duties in the period from 1 st January 2013 to 31 st December The resolution shall come into force on the day it has been passed. 2 12

13 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on granting a vote of acceptance to the Member of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties. Acting pursuant to 12 para. 1.4 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna, the Ordinary General Meeting resolves: 1 To grant a vote of acceptance to Mr. Dariusz Odzioba - Vice President of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties in the period from 1 st January 2013 to 31 st December The resolution shall come into force on the day it has been passed. 2 13

14 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on granting a vote of acceptance to the Member of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties. Acting pursuant to 12 para. 1.4 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna, the Ordinary General Meeting resolves: 1 To grant a vote of acceptance to Mr. Witold Okarma - Vice President of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties in the period from 1 st January 2013 to 31 st December The resolution shall come into force on the day it has been passed. 2 14

15 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on granting a vote of acceptance to the Member of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties. Acting pursuant to 12 para. 1.4 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna, the Ordinary General Meeting resolves: 1 To grant a vote of acceptance to Mr. Wojciech Sass - Vice President of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties in the period from 1 st January 2013 to 31 st December The resolution shall come into force on the day it has been passed. 2 15

16 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on granting a vote of acceptance to the Member of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties. Acting pursuant to 12 para. 1.4 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna, the Ordinary General Meeting resolves: 1 To grant a vote of acceptance to Mr. Andrzej Sieradz - Vice President of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties in the period from 1 st January 2013 to 31 st December The resolution shall come into force on the day it has been passed. 2 16

17 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on granting a vote of acceptance to the Member of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of her duties. Acting pursuant to 12 para. 1.4 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna, the Ordinary General Meeting resolves: 1 To grant a vote of acceptance to Ms. Monika Nachyła - Vice President of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of her duties for the period from 1 st April 2013 to 31 st December 2013, acting President of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna from 1 st April 2013 to 23 rd July The resolution shall come into force on the day it has been passed. 17

18 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on granting a vote of acceptance to the Member of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties. Acting pursuant to 12 para. 1.4 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna, the Ordinary General Meeting resolves: 1 To grant a vote of acceptance to Mr. Jacek Bartkiewicz - President of the Management Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties for the period from 1 st January 2013 to 31 st March The resolution shall come into force on the day it has been passed. 18

19 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on granting a vote of acceptance to the Member of the Supervisory Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties. Acting pursuant to 12 para. 1.4 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna the Ordinary General Meeting resolves: 1 To grant a vote of acceptance to Mr. Jan Alexander Pruijs, Chairperson of the Supervisory Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties in the period from 1st January 2013 to 31st December 2013, including the period from 28 th June 2013 when the duties were fulfilled within a new term of the Supervisory Board. The resolution shall come into force on the day it has been passed. 2 19

20 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on granting a vote of acceptance to the Member of the Supervisory Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties. Acting pursuant to 12 para. 1.4 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna the Ordinary General Meeting resolves: 1 To grant a vote of acceptance to Mr. Dariusz Filar, Deputy Chairperson of the Supervisory Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties in the period from 1 st January 2013 to 31 st December 2013, including the period from 28 th June 2013 when the duties were fulfilled within a new term of the Supervisory Board. The resolution shall come into force on the day it has been passed. 2 20

21 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on granting a vote of acceptance to the Member of the Supervisory Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties. Acting pursuant to 12 para. 1.4 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna the Ordinary General Meeting resolves: 1 To grant a vote of acceptance to Mr. Mariusz Warych, Member of the Supervisory Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties in the period from 28 th June 2013 to 31 st December The resolution shall come into force on the day it has been passed. 2 21

22 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on granting a vote of acceptance to the Member of the Supervisory Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of her duties. Acting pursuant to 12 para. 1.4 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna the Ordinary General Meeting resolves: 1 To grant a vote of acceptance to Ms. Tanja Cuppen, Member of the Supervisory Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of her duties in the period from 28 th June 2013 to 31 st December The resolution shall come into force on the day it has been passed. 2 22

23 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on granting a vote of acceptance to the Member of the Supervisory Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties. Acting pursuant to 12 para. 1.4 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna the Ordinary General Meeting resolves: 1 To grant a vote of acceptance to Mr. Evert Derks Drok, member of the Supervisory Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties in the period from 1 st January 2013 to 31 st December 2013, including the period from 28 th June 2013 when the duties were fulfilled within a new term of the Supervisory Board. The resolution shall come into force on the day it has been passed. 2 23

24 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on granting a vote of acceptance to the Member of the Supervisory Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties. Acting pursuant to 12 para. 1.4 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna the Ordinary General Meeting resolves: 1 To grant a vote of acceptance to Mr. Jarosław Iwanicki, member of the Supervisory Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of his duties in the period from 1 st January 2013 to 31 st December 2013, including the period from 28 th June 2013 when the duties were fulfilled within a new term of the Supervisory Board. The resolution shall come into force on the day it has been passed. 2 24

25 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 on granting a vote of acceptance to the member of the Supervisory Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of her duties. Acting pursuant to 12 para. 1.4 of the Statute of Bank Gospodarki Żywnościowej Spółka Akcyjna, the Ordinary General Meeting resolves the following: 1 To grant a vote of acceptance to Ms. Monika Nachyła, member of the Supervisory Board of Bank Gospodarki Żywnościowej Spółka Akcyjna for the fulfillment of her duties in the period from 1 st January 2013 to 1 st March The resolution shall come into force on the day it has been passed. 2 25

26 Draft Resolution No.. of the Ordinary General Meeting of the Company Bank Gospodarki Żywnościowej S.A. dated 30 th May 2014 regarding the merger with Rabobank Polska S.A., the increase in the share capital of Bank Gospodarki Żywnościowej S.A. and amendments to the statute of Bank Gospodarki Żywnościowej S.A. Acting under Art item 1 and Art. 506 of the Code of Commercial Companies (the CCC ), having reviewed a merger plan for Bank Gospodarki Żywnościowej ( BGZ ) and Rabobank Polska S.A., published on the website of BGZ at (the Merger Plan ), appendices to the Merger Plan, a report of BGZ s management board justifying the merger of BGZ and Rabobank Polska S.A. (the Merger ) and a court auditor s opinion provided on the basis of Art of the CCC, the general meeting of BGZ (the GMS ), hereby resolves as follows: 1 Merger 1. Pursuant to Article item 1 and Article 506 of the CCC and 12 section 2 item 6) of the statute of BGZ, it is resolved to merge BGZ and Rabobank Polska Spółka Akcyjna, with its registered office at Bielańska 12, Warsaw, Poland, entered into the Register of Business Entities of the National Court Register maintained by the District Court for the Capital City of Warsaw, XII Commercial Division of the National Court Register, under number KRS ( Rabobank Polska ), by transferring all the assets and liabilities of Rabobank Polska (as the non-surviving entity) to BGZ (as the surviving entity) in exchange for the shares that BGZ will issue to the shareholder of Rabobank Polska in accordance with the Merger Plan. 2. Pursuant to Article of the CCC, the GMS hereby approves the Merger Plan. The Merger Plan is attached as Appendix No. 1 to the minutes of the GMS. 3. Pursuant to Article of the CCC, the GMS hereby resolves to make the amendments to the statute of BGZ as specified in Appendix No. 3 to the Merger Plan and in 4 below. 2 Share capital increase 1. In connection with the Merger, BGZ s share capital shall be increased from PLN 26

27 Draft 51,136,764 by PLN 5,002,000 to PLN 56,138,764 by way of issuing 5,002,000 series H ordinary registered shares with a nominal value of PLN 1.00 each, which will be granted and allocated to the shareholder of Rabobank Polska (the Merger Issue Shares ). 2. The GMS hereby approves the share exchange ratio agreed by the management boards of BGZ and Rabobank Polska, which is as follows: for one share in Rabobank Polska 41 Merger Issue Shares (the Share Exchange Ratio ). 3. The Merger Issue Shares allocated to the shareholder of Rabobank Polska will participate in profit distribution on equal terms with all other shares in BGZ from 1 January of the year in which the Merger is registered by the National Court Register in the registry court competent for the registered seat of BGZ, i.e. for profits from the fiscal year ending on 31 December of the year in which the Merger is registered in the National Court Register by the registry court competent for the registered seat of BGZ. 3 Share allocation rules The number of Merger Issue Shares to be allotted to the shareholder of Rabobank Polska will be determined by multiplying the number of shares in Rabobank Polska held by the shareholder as at the day of the registration of the Merger by the Share Exchange Ratio. 4 Proposed amendments to BGZ s statute The GMS hereby resolves to make the following amendments to the statute of BGZ: i) 5 section 3 point 13 shall be amended to read as follows: 5 section 3 13) intermediation in trade in investment funds participation units and titles in participation in foreign funds, ii) 6 point 8 shall be amended to read as follows: 6 8) perform upon mandate, activities being in the scope of activity of other banks or lending institutions or financial institutions in particular the members of the majority shareholder s group. iii) 29 section 1 shall be amended to read as follows: The Bank s share capital amounts to PLN 56,138,764 (fifty-six million, one hundred and thirty-eight thousand, seven hundred and sixty-four zlotys) and is divided into 27

28 Draft 56,138,764 (fifty-six million, one hundred and thirty-eight thousand, seven hundred and sixty-four) registered shares and bearer shares with the nominal value of PLN 1 (one) each, including: a) 15,088,100 (fifteen million, eighty-eight thousand, one hundred) series A shares, from number to number , b) 7,807,300 (seven million, eight hundred and seven thousand, three hundred) series B shares, from number to number , c) 247,329 (two hundred and forty-seven thousand, three hundred and twentynine) series C shares, from number to number , d) 3,220,932 (three million, two hundred and twenty thousand, nine hundred and thirty-two) series D shares, from number to number , e) 10,640,643 (ten million, six hundred and forty thousand, six hundred and fortythree) series E shares, from number to number , f) 6,132,460 (six million, one hundred and thirty-two thousand, four hundred and sixty) series F shares, from number to number , g) 8,000,000 (eight million) series G shares, from number to number , and h) 5,002,000 (five million, two thousand) series H shares from number to number All registered shares which have previously been deposited in the deposit maintained by an investment company indicated by the Bank in accordance with Article 6 (1) of the Act of 29 July 2005 on trading in financial instruments (unified text - Journal of Laws of 2014, item 94), will be converted into bearer shares on condition of their dematerialisation. The conversion of the registered shares deposited in the deposit mentioned in the previous sentence into bearer shares will take place automatically, at the moment of their dematerialisation. The dematerialisation of shares, in accordance with Article 5 (1) of the Act on trading in financial instruments takes place at the moment of registration of shares on the basis of an agreement with the National Securities Depository. All dematerialised shares of the Bank shall be the subject of the application for their admission to trading in the regulated market operated by the Warsaw Stock Exchange. The shares which have not been dematerialised remain registered shares in the form of a document. 28

29 Draft 5 Final provisions This resolution will come into force on the day of its adoption. 29

30 Draft Appendix No. 1 to the resolution MERGER PLAN 30

31 MERGER PLAN for and Rabobank Polska S.A.

32 TABLE OF CONTENTS Clause Page DEFINITIONS USED IN THE MERGER PLAN INTRODUCTION NAME, LEGAL FORM AND REGISTERED OFFICE OF EACH OF THE BANKS METHOD OF THE MERGER SHARE EXCHANGE RATIO OF THE SHARES IN THE NON-SURVIVING BANK TO THE SHARES IN THE SURVIVING BANK JUSTIFICATION OF THE MERGER RULES OF ALLOCATING SHARES IN THE SURVIVING BANK DATE FROM WHICH THE MERGER ISSUE SHARES WILL PARTICIPATE IN THE SURVIVING BANK S PROFIT RIGHTS GRANTED BY THE SURVIVING BANK TO THE SHAREHOLDER AND OTHER PERSONS WITH SPECIAL RIGHTS IN THE NON-SURVIVING BANK SPECIAL BENEFITS FOR THE MEMBERS OF THE CORPORATE BODIES OF THE BANKS AND FOR OTHER PERSONS WHO PARTICIPATED IN THE MERGER EXECUTION OF THE MERGER PLAN...6 APPENDICES TO THE MERGER PLAN...7

33 DEFINITIONS USED IN THE MERGER PLAN Act on Public Offering... Banking Law... Banks... the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated 29 July 2005 (Journal of Laws of 2009, No. 185, item 1439, as amended). the Act of 29 August 1997 on banking law (Journal of Laws of 2012, item 1376, as amended). BGZ and Rabobank Polska. BGZ, Surviving Bank... with its registered seat in Warsaw and postal address at ul. Kasprzaka 10/16, Warsaw, Poland, entered in the Register of Business Entities of the National Court Register maintained by the District Court for Warsaw in Warsaw, XII Commercial Division of the National Court Register, under No. KRS CCC... GM... Labour Code... Management Boards... Merged Bank... Merger... Merger Day... Merger Issue Shares... Merger Plan... PFSA... the Act of 15 September 2000, the Code of Commercial Companies (Journal of Laws 2013, item 1030). the general meeting of shareholders. the Act of 26 June 1974, the Labour Code (Journal of Laws 1998 No. 21, item 94 as amended). the management board of BGZ and the management board of Rabobank Polska. BGZ following its merger with Rabobank Polska. the Merger of BGZ and Rabobank Polska. the day on which the Merger is entered in the National Court Register by the registry court competent for the registered seat of BGZ. 5,002,000 series H ordinary registered shares in BGZ with a nominal value of PLN 1.00 each, issued in connection with the Merger. this document. the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego). Rabobank... Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. Rabobank Group... Coöperatieve Centrale Raiffeisen-Boerenleenbank 1

34 B.A. and its subsidiaries. Rabobank Polska, Non-Surviving Bank... Rabobank Polska S.A, with its registered seat in -085 Warsaw, Poland, entered in the Register of Business Entities of the National Court Register maintained by the District Court for Warsaw in Warsaw, XII Commercial Division of the National Court Register, under KRS No RIH... Rabobank International Holding B.V. Share Exchange Ratio... the exchange ratio of the shares in Rabobank Polska to the shares in BGZ. 2

35 1. INTRODUCTION This Merger Plan was prepared on the basis of Articles 498 and 499 of the CCC and in connection with the planned merger of BGZ and Rabobank Polska. This Merger Plan was agreed and accepted by the Banks. 2. NAME, LEGAL FORM AND REGISTERED OFFICE OF EACH OF THE BANKS 2.1. The Surviving Bank ciowej seat in Warsaw and postal address at ul. Kasprzaka 10/16, Warsaw, Poland, entered in the Register of Business Entities of the National Court Register maintained by the District Court for Warsaw in Warsaw, XII Commercial Division of the National Court Register, under No. KRS , with a share capital of PLN 51,136,764 paid up in full. The Surviving Bank is a public company as defined in the Act on Public Offering The Non-Surviving Bank Rabobank Polska with its registered seat in Warsaw and postal address at ul Warsaw, Poland, entered in the Register of Business Entities of the National Court Register maintained by the District Court for Warsaw in Warsaw, XII Commercial Division of the National Court Register, under No. KRS , with a share capital of PLN 122,000,000 paid up in full. The Non-Surviving Bank is not public company as defined in the Act on Public Offering. 3. METHOD OF THE MERGER 3.1. Legal Basis of the Merger The Merger will be executed pursuant to Art item 1 of the CCC through the transfer of all the assets and liabilities of Rabobank Polska, as the non-surviving entity, to BGZ, as the surviving entity, along with the simultaneous increase of the share capital of BGZ through the issuance of the Merger Issue Shares, which shall be issued by BGZ to the existing shareholder of Rabobank Polska. As a result of the Merger, BGZ will acquire all the rights and obligations of Rabobank Polska, whereas Rabobank Polska will be dissolved, without conducting any liquidation proceedings, on the date of the registration of the Merger in the register competent for the registered seat of BGZ and the registration of the increase of BGZ s share capital. The transfer of all the assets and liabilities of Rabobank Polska to BGZ will take place on the date the Merger is recorded in the Register of Business Entities of the National Court Register maintained by the registry court competent for the registered office of BGZ. The increase in the share capital of BGZ through the issuance of the Merger Issue Shares will be registered on the same day. The Merged Bank will operate under the name S.A Required consents or permits In accordance with Art. 124, section 1 and Art. 34, section 2 in connection with Art. 31, section 3 of the Banking Law, the Merger will be executed subject to obtaining permits from the PFSA permitting: 3

36 (i) (ii) the Merger; and the amendments to BGZ s statute made in connection with the Merger as provided for in Appendix No. 3 to the Merger Plan Resolutions of the GM of the Banks In accordance with Art and 2 of the CCC, the Merger will require resolutions of the GM of the Banks regarding: (i) (ii) consent to the Merger Plan; and resolving the amendments to BGZ s statute made in relation to the Merger as provided for in Appendix No. 3 to the Merger Plan. Under Article 506 item 3 of the CCC, the resolutions of the GMs of the Banks shall be adopted by voting in separate groups of shareholders: (i) holding the ordinary shares and (ii) holding the privileged shares as indicated in statues of BGZ and Rabobank Polska Increase in BGZ s share capital in connection with the Merger As a consequence of the Merger, BGZ s share capital will be increased from PLN 51,136,764 by PLN 5,002,000 to PLN 56,138,764, by way of issuing the Merger Issue Shares, which will be granted and allocated to the shareholder of Rabobank Polska General succession As a result of the Merger, pursuant to Art of the CCC BGZ will on the Merger Day assume all the rights and obligations of Rabobank Polska. In accordance with Art of the CCC, on the Merger Day the shareholder of Rabobank Polska will become the shareholder of BGZ with regards to the Merger Issue Shares. 4. SHARE EXCHANGE RATIO OF THE SHARES IN THE NON-SURVIVING BANK TO THE SHARES IN THE SURVIVING BANK 4.1. Exchange ratio of the shares in Rabobank Polska for the shares in BGZ The Share Exchange Ratio is as follows: for 1 share in Rabobank Polska, the shareholder of Rabobank Polska will be granted and allocated 41 Merger Issue Shares The methods applied to determine the Share Exchange Ratio In order to determine the Share Exchange Ratio, two generally accepted valuation methods have been applied for the valuation of BGZ and Rabobank Polska, i.e.: (i) discounted cash flow method representing income approach and (ii) market multiples and transaction multiples methods representing market approach. Valuations of both Banks have been prepared by PwC Polska Sp. z o.o Fairness opinion regarding the Share Exchange Ratio In respect of the valuation of the Banks and the determination of the Share Exchange Ratio, the Management Board of BGZ took into account the opinion regarding the fair value of the Share Exchange Ratio (fairness opinion) prepared by Deloitte Advisory sp. z o.o. 5. JUSTIFICATION OF THE MERGER On December 20th, 2012 BGZ disclosed information to the public regarding the intention of Rabobank and RIH to merge Rabobank Polska with BGZ, whereby BGZ will be the surviving entity. The above mentioned reorganization of business operations in Poland is in line with the commitment made by Rabobank and RIH to the PFSA. For the purpose of the preparation of 4

37 this document, the Management Boards assumed that the Merged Bank will continue to be part of the Rabobank Group. The Management Board of BGZ and Rabobank Polska perceive the Merger as a positive step to consolidate banking operations of Rabobank Group in Poland in one entity, while maintaining the current Rabobank Polska business and structure as a separate division within BGZ fully dedicated to servicing large corporate clients. The utilization of the wide network of BGZ branches should positively influence the cooperation with existing clients of Rabobank Polska, which will receive direct access to the network of approximately 400 branches. Due to the fact that both Banks are part of the Rabobank Group, the proposed Merger should also enlarge the ability of the Merged Bank to leverage on the Rabobank Group network, service and product offer. In the view of the Management Boards, the Merger should also contribute to the recognition of BGZ following the Merger with its new division which will maintain the current business and structure of Rabobank Polska as a top player in the area of financing large corporates from the Food and Agricultural sector, which is in line with the strategy of Rabobank and Rabobank Group. 6. RULES OF ALLOCATING SHARES IN THE SURVIVING BANK 6.1. On the Merger Day, the shareholder of Rabobank Polska will become, by virtue of law, the shareholder of BGZ with regards to the Merger Issue Shares The number of Merger Issue Shares to be allotted to the shareholder of Rabobank Polska will be determined by multiplying the number of shares in Rabobank Polska held by the shareholder as at the Merger Day by the Share Exchange Ratio. Based on the applied Share Exchange Ratio, the shareholder of Rabobank Polska will not receive any additional payments referred to in Art of the CCC. 7. DATE FROM WHICH THE MERGER ISSUE SHARES WILL PARTICIPATE IN THE SURVIVING BANK S PROFIT The Merger Issue Shares allocated to the shareholder of Rabobank Polska will participate in profit distribution on equal terms with all other shares in BGZ from 1 January of the year in which the Merger is registered in the National Court Register by the registry court competent for the registered seat of BGZ, i.e. for profits from the fiscal year ending on 31 December of the year in which the Merger is registered in the National Court Register by the registry court competent for the registered seat of BGZ. 8. RIGHTS GRANTED BY THE SURVIVING BANK TO THE SHAREHOLDER AND OTHER PERSONS WITH SPECIAL RIGHTS IN THE NON- SURVIVING BANK The series A shares in Rabobank Polska, held by the shareholder of Rabobank Polska, are privileged as to the participation in the distribution of assets in the event of Rabobank Polska's liquidation. Pursuant to Art of the CCC, the shareholder of Rabobank Polska is entitled to obtain at least equivalent rights in BGZ after the Merger. Pursuant to Art of the CCC, the shareholder of Rabobank Polska waived this entitlement by concluding an agreement with BGZ on 10 September As a result of the above, it is not planned to grant any special benefits to the shareholder of Rabobank Polska or to any persons with special rights in Rabobank Polska. 5

38 9. SPECIAL BENEFITS FOR THE MEMBERS OF THE CORPORATE BODIES OF THE BANKS AND FOR OTHER PERSONS WHO PARTICIPATED IN THE MERGER In case of the transfer of the work establishment of Rabobank Polska to BGZ, under Article 23¹ of the Labour Code, the Management Board of Rabobank Polska will be entitled to receive special benefits in the form of a retention bonus, the total amount of which shall not exceed PLN 1,500, EXECUTION OF THE MERGER PLAN Pursuant to Art. 498 of the CCC, the Management Boards agreed and accepted this Merger Plan with the contents as set out in Art of the CCC on 31 October 2013, which is confirmed by the signatures below: ON BEHALF OF BGZ: ON BEHALF OF RABOBANK POLSKA: 6

39 APPENDICES TO THE MERGER PLAN Pursuant to Art of the CCC, the following documents have been attached to the Merger Plan: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) Appendix No. 1: a draft resolution of the general meeting of the shareholders of BGZ regarding the Merger of BGZ with Rabobank Polska, the increase of the share capital in BGZ and the amendment to the statute of BGZ. Appendix No. 2: a draft resolution of the general meeting of the shareholder of Rabobank Polska regarding the Merger of Rabobank Polska with BGZ. Appendix No. 3: draft amendments to the statute of BGZ. Appendix No. 4: a document setting forth the value of the assets of Rabobank Polska as at 30 September Appendix No. 5: a statement containing information on the accounting situation of Rabobank Polska as at 30 September 2013 and prepared for the purpose of the Merger. Appendix No. 6: an excerpt from the National Court Register competent for BGZ. Appendix No. 7: an excerpt from the National Court Register competent for Rabobank Polska. Appendix No. 8: fairness opinion issued by Deloitte Advisory sp. z o.o. Moreover, the Banks stated that the appendix specified in Art point 4 of the CCC with respect to BGZ was not attached as a result of the application of the exemption described in Art of the CCC. 7

40 Appendix No. 1 a draft resolution of the general meeting of the shareholders of BGZ regarding the Merger of BGZ with Rabobank Polska, the increase of the share capital in BGZ and the amendments to the statute of BGZ RES regarding the merger with Rabobank Polska S.A., the increase of the share capital in Bank and the amendments to the statute of Bank Gospodarki Acting under Art item 1 and Art. 506 of the Code of Commercial Companies (the CCC ), BGZ ) and Rabobank Polska S.A., published on the we (the Merger Plan ), the appendices to the Merger Plan, the report of BGZ s management board justifying the merger of BGZ and Rabobank Polska S.A. (the Merger ) and the court auditor s opinion provided on the basis of Art of the CCC, the general meeting of the shareholders of BGZ (the GMS ), resolves as follows: 1 Merger 1. Pursuant to Article item 1 and Article 506 of the CCC and 12 section 2 item 6) of the statute of BGZ, it is resolved to merge BGZ and Rabobank Polska Entities of the National Court Register maintained by the District Court for the Capital City of Warsaw, XII Commercial Division of the National Court Register, under number KRS ( Rabobank Polska ), by transferring all the assets and liabilities of Rabobank Polska (as the non-surviving entity) to BGZ (as the surviving entity) in exchange for the shares that BGZ will issue to the shareholder of Rabobank Polska in accordance with the Merger Plan. 2. Pursuant to Article of the CCC, the GMS hereby approves the Merger Plan. The Merger Plan is attached as Appendix No. 1 to the minutes of the GMS. 3. Pursuant to Article of the CCC, the GMS hereby resolves to make the amendments to the statute of BGZ as specified in Appendix No. 3 to the Merger Plan and in 4 below. 2 Share capital increase 1. In connection with the Merger, BGZ s share capital shall be increased from PLN 51,136,764 by PLN 5,002,000 to PLN 56,138,764, by way of issuing 5,002,000 series H ordinary registered shares with a nominal value of PLN 1.00 each, which will be granted and allocated to the shareholder of Rabobank Polska (the Merger Issue Shares ). 2. The GMS hereby approves the share exchange ratio agreed by the management boards of BGZ and Rabobank Polska, which is as follows: for 1 share in Rabobank Polska 41 Merger Issue Shares (the Share Exchange Ratio ). 3. The Merger Issue Shares allocated to the shareholder of Rabobank Polska will participate in profit distribution on equal terms with all other shares in BGZ from 1 January of the year in which the Merger is registered by the National Court Register in the registry court competent for the registered seat of BGZ, i.e. for profits from the fiscal year ending on 31 December of

41 the year in which the Merger is registered in the National Court Register by the registry court competent for the registered seat of BGZ. 3 Share allocation rules The number of Merger Issue Shares to be allotted to the shareholder of Rabobank Polska will be determined by multiplying the number of shares in Rabobank Polska held by the shareholder as at the day of the registration of the Merger by the Share Exchange Ratio. 4 Proposed amendments to BGZ s statute 1. The GMS hereby resolves to make the following amendments to the statute of BGZ: If the registration by the registry court of the amendments to 5 section 3 in the wording adopted under Resolution No. 6 of the general meeting of the shareholders of BGZ dated 28 August 2012 is not completed, the proposed item (i) will be worded as follows: (i) as numbered under the wording of 5 section 3 registered by the registry court, i.e. excluding the new added item 8 as adopted under Resolution No. 6 of the general meeting of the shareholders of BGZ dated 28 August 2012 on amending the wording and numbering of 5 section 3-5 section 3 item 12 shall have the following wording: 5 section 3 12) intermediation in trade in investment funds participation units and titles in participation in foreign funds, or as numbered under the wording of 5 section 3 resolved under Resolution No. 6 of the general meeting of the shareholders of BGZ dated 28 August 2012 on amending the wording and numbering of 5 section 3-5 section 3 item 13 shall have the following wording: 5 section 3 13) intermediation in trade in investment funds participation units and titles in participation in foreign funds,. If the registration by the registry court of the amendments to 5 section 3 in the wording adopted under Resolution No. 6 of the general meeting of the shareholders of BGZ dated 28 August 2012 is completed, the proposed item (i) will have the following wording: (i) 5 section 3 item 13 shall have the following wording: 5 section 3 13) intermediation in trade in investment funds participation units and titles in participation in foreign funds,. ii) 6 item 8 shall have the following wording: 6 8) perform upon mandate, activities being in the scope of activity of other banks or lending

42 institutions or financial institutions in particular the members of the majority shareholder s group. iii) 29 section 1 shall have the following wording: The Bank s share capital amounts to PLN 56,138,764 (fifty-six million, one hundred and thirty-eight thousand, seven hundred and sixty-four zlotys) and is divided into 56,138,764 (fifty-six million, one hundred and thirty-eight thousand, seven hundred and sixty-four) registered shares and bearer shares with the nominal value of PLN 1 (one) each, including: a) 15,088,100 (fifteen million, eighty-eight thousand, one hundred) series A shares, from number to number , b) 7,807,300 (seven million, eight hundred and seven thousand, three hundred) series B shares, from number to number , c) 247,329 (two hundred and forty-seven thousand, three hundred and twenty-nine) series C shares, from number to number , d) 3,220,932 (three million, two hundred and twenty thousand, nine hundred and thirtytwo) series D shares, from number to number , e) 10,640,643 (ten million, six hundred and forty thousand, six hundred and forty-three) series E shares, from number to number , f) 6,132,460 (six million, one hundred and thirty-two thousand, four hundred and sixty) series F shares, from number to number , g) 8,000,000 (eight million) series G shares, from number to number , and h) 5,002,000 (five million, two thousand) series H shares from number to number All registered shares which have previously been deposited in the deposit maintained by an investment company indicated by the Bank in accordance with Article 6 (1) of the Act of 29 July 2005 on trading in financial instruments (unified text of Journal of Laws No 211, item 1384, as amended), will be converted into bearer shares on condition of their dematerialisation. The conversion of the registered shares deposited in the deposit mentioned in the previous sentence into bearer shares will take place automatically, at the moment of their dematerialisation. The dematerialisation of shares, in accordance with Article 5 (1) of the Act on trading in financial instruments takes place at the moment of registration of shares on the basis of an agreement with the National Securities Depository. All dematerialised shares of the Bank shall be the subject of the application for their admission to trading in the regulated market operated by the Warsaw Stock Exchange. The shares which have not been dematerialised remain registered shares in the form of a document. 2. The GMS hereby authorises the supervisory board of BGZ to determine the unified text of the statute of BGZ. 5 Final provisions 1. This resolution will come into force on the day of its adoption.