Download draft resolutions in PDF format - Getin Holding SA

DRAFT RESOLUTIONS TO BE CONSIDERED BY THE ORDINARY GENERAL MEETING OF
SHAREHOLDERS
RESOLUTION NO. 1
§ 1.
Pursuant to Art. 409 §1 of the Code of Commercial Companies and Partnerships as well
as §4 and §5 of the Bylaws of General Meeting of Shareholders of Getin Holding S.A.,
the Ordinary General Meeting of Shareholders hereby elects ______________________
for the position of its Chairman.
§ 2.
The resolution takes effect on the day of its adoption.
RESOLUTION NO. 2
§ 1.
1. The Ordinary General Meeting of Shareholders hereby adopts the following agenda,
as announced on ___________________.
Agenda:
1. Opening.
2. Electing of a Chairman.
3. Stating that the Meeting has been duly convened and has the capacity to pass
resolutions,
4. Approval of the Agenda.
5. Presentation of the Supervisory Board’s brief review of the Company’s standing
including assessment of the internal audit system and material risk management
system, presentation of the report on the Supervisory Board’s performance in the
financial year 2009, and the Supervisory Board’s assessment of the Management
Board’s report on the Company’s performance and the financial statement for the
financial year 2009, as well as the assessment of the Management Board’s
proposal made with regard to profit distribution.
6. Adoption of a resolution on the approval of the Supervisory Board’s brief review
of the Company’s standing, the report on the Supervisory Board’s performance
in the financial year 2009, and the assessment of the Management Board’s report
on the Company’s performance and the financial statement for the financial year
2009, as well as the assessment of the Management Board’s proposal made with
regard to profit distribution.
7. Adoption of a resolution on the examination and approval of the Management
Board’s report on the Company’s performance for the financial year 2009.
8. Adoption of a resolution on the examination and approval of the Company’s
financial statement for the financial year 2009.
9. Adoption of a resolution on the examination and approval of the Management
Board’s report on the Company’s performance for the financial year 2009.

10. Adoption of a resolution on the examination and approval of the consolidated
statements on the Getin Holding S.A. Capital Group financial report for the
financial year 2009.
11. Adoption of a resolution on granting a vote of acceptance to Members of the
Management Board confirming the discharge of their duties in the financial year
2009.
12. Adoption of a resolution on granting a vote of acceptance to Members of the
Supervisory Board confirming the discharge of their duties in the financial year
2009.
13. Examination of a resolution on the Management Board’s proposal regarding
profit distribution.
14. Adoption of a resolution on 2009 profit distribution; in the event of adoption of
the resolution on dividend payment, adoption of the resolution on the dividend’s
record day and the pay-out day.
15. Adoption of a resolution on amendments introduced in the Company’s Articles
of Association.
16. Adoption of a resolution on amendments introduced in the Company’s
Supervisory Board Bylaws.
17. Adoption of a resolution on changing terms and conditions of the Company's
own share redemption and cancellation.
18. Adoption of a resolution on establishing pledge on the Company’s own shares.
19. Closing the meeting.
§ 2.
The resolution takes effect on the day of its adoption.
RESOLUTION NO. 3
Pursuant to the Art. 395 § 5 of the Code of Commercial Companies and Partnerships
and to §10 clause 1 of the Company’s Articles of Association, the Ordinary General
Meeting of Shareholders resolves upon:
§ 1.
Approval of the Supervisory Board’s review of the Company’s standing, the report on
the Supervisory Board’s performance in the financial year 2009, of the Supervisory
Board’s assessment of the Management Board’s report on the Company’s performance
and the financial statement for the financial year 2009, as well as of the assessment of
the Management Board’s proposal made with regard to profit distribution
§ 2.
The resolution takes effect on the day of its adoption.
RESOLUTION NO. 4
Pursuant to the Art. 393 point 1 and Art. 395 §2 (1) of the Code of Commercial
Companies and Partnerships and to §10 (1) (1) of the Company's Articles of

Association, having examined the Management Board’s report on the Company’s
performance in the financial year 2009 the Ordinary General Meeting of Shareholders
resolves to:
§ 1.
Approve the Management Board’s report on the Company’s performance in the
financial year 2009.
§ 2.
The resolution takes effect on the day of its adoption.
RESOLUTION NO. 5
Pursuant to the Art. 393 (1) and Art. 395 § 2 (1) of the Code of Commercial Companies
and Partnerships and to § 10 (1) (1) of the Company's Articles of Association, having
examined the financial statement on the Company’s performance in the financial year
2009 the Ordinary General Meeting of Shareholders resolves to:
§ 1.
Approve the financial statement for the financial year 2009 which includes:
1. Balance Sheet as of 31 December 2009 which presents the total amount of assets
and liabilities equal to PLN 2 603 723 thousand (in words: two billion six hundred
and three million seven hundred and twenty-three thousand).
2. Profit and Loss Account for the period from 1 January 2009 to 31 December 2009
which presents the net profit equal to PLN 88 746 thousand (in words: eighty-eight
million seven hundred and forty-six thousand).
3. Cash Flow Statement for the period from 1 January 2009 to 31 December 2009
which presents the increase of cash and its equivalents by PLN 129 151 thousand
(in words: one hundred and twenty-nine million one hundred and fifty-one
thousand).
4. Statement of Changes in Equity for the financial year 2009 which presents rise in
equity by 90 614 thousand (in words: ninety million six hundred and fourteen
thousand).
5. Additional information and notes.
§ 2.
The resolution takes effect on the day of its adoption.
RESOLUTION NO. 6
Pursuant to the Art. 395 § 5 of the Code of Commercial Companies and Partnerships
and to § 10 (1) of the Company's Articles of Association, having examined the
Management Board’s report on the performance of Getin Holding S.A. Capital Group in
the financial year 2009 the Ordinary General Meeting of Shareholders resolves to:
§ 1.

Approve the Management Board’s report on the performance of Getin Holding S.A.
Capital Group in the financial year 2009.
§ 2.
The resolution takes effect on the day of its adoption.
RESOLUTION NO. 7
Pursuant to the Art. 63c (4) of the Accounting Act, Art. 395 § 5 of the Code of
Commercial Companies and Partnerships and to § 10 (1) of the Company's Articles of
Association, having examined the consolidated financial statements of Getin Holding
S.A. Capital Group for the financial year 2009, the Ordinary General Meeting of
Shareholders resolves to:
§ 1.
Approve the consolidated financial statements of Getin Holding S.A. Capital Group for
the financial year 2009 which includes:
1. Consolidated Balance Sheet as of 31 December 2009 which presents the total
amount of assets and liabilities equal to PLN 35 560 263 thousand (in words: thirty
five billion five hundred and sixty million two hundred and sixty-three thousand).
2. Consolidated Profit and Loss Account for the period from 1 January 2009 to
31 December 2009 which presents the net profit equal to PLN 336 127 thousand (in
words: three hundred and thirty-six million one hundred and twenty-seven
thousand).
3. Consolidated Statement of Change in Equity for the financial year from 1 January
2009 to 31 December 2009 which presents rise in equity by PLN 241 176 thousand
(in words: two hundred and forty-one million one hundred and seventy-six
thousand).
4. Consolidated Cash Flow Statement for the period from 1 January 2009 to 31
December 2009 which presents the net increase of cash and its equivalents by PLN
431 140 thousand (in words: four hundred and thirty-one million one hundred and
forty thousand).
5. Notes and explanations to the consolidated financial statement.
§ 2.
The resolution takes effect on the day of its adoption.
RESOLUTION NO. 8
Pursuant to the Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies
and Partnerships and to § 10 (1) (1) of the Company's Articles of Association the
Ordinary General Meeting of Shareholders resolves to:
§ 1.

Grant a vote of acceptance to Mr. Krzysztof Rosiński – President of the Management
Board – confirming discharge of his duties for the period from 1 January 2009 to 31
December 2009.
§ 2.
The resolution takes effect on the day of its adoption.
RESOLUTION NO. 9
Pursuant to the Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies
and Partnerships and to § 10 (1) (1) of the Company's Articles of Association the
Ordinary General Meeting of Shareholders resolves to:
§ 1.
Grant a vote of acceptance to Mr. Artur Wiza – Member of the Management Board –
confirming discharge of his duties for the period from 1 January 2009 to 31 December
2009
§ 2.
The resolution takes effect on the day of its adoption.
RESOLUTION NO. 10
Pursuant to the Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies
and Partnerships and to § 10 (1) (1) of the Company's Articles of Association the
Ordinary General Meeting of Shareholders resolves to:
§ 1.
Grant a vote of acceptance to Mr. Radosław Stefurak – Member of the Management
Board – confirming discharge of his duties for the period from 1 January 2009 to 31
December 2009.
§ 2.
The resolution takes effect on the day of its adoption.
RESOLUTION NO. 11
Pursuant to the Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies
and Partnerships and to § 10 (1) (1) of the Company's Articles of Association the
Ordinary General Meeting of Shareholders resolves to:
§ 1.
Grant a vote of acceptance to Ms. Katarzyna Beuch – Member of the Management
Board – confirming discharge of her duties for the period from 20 October 2009 to 31
December 2009.

§ 2.
The resolution takes effect on the day of its adoption.
RESOLUTION NO. 12
Pursuant to the Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies
and Partnerships and to § 10 (1) (1) of the Company's Articles of Association the
Ordinary General Meeting of Shareholders resolves to:
§ 1.
Grant a vote of acceptance to Mr. Radosław Boniecki – Member of the Management
Board – confirming discharge of his duties for the period from 20 October 2009 to 31
December 2009.
§ 2.
The resolution takes effect on the day of its adoption.
RESOLUTION NO. 13
Pursuant to the Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies
and Partnerships and to § 10 (1) (1) of the Company's Articles of Association the
Ordinary General Meeting of Shareholders resolves to:
§ 1.
Grant a vote of acceptance to Mr. Leszek Czarnecki – Chairman of the Supervisory
Board – confirming the discharge of his duties for the period from 1 January 2009 to 31
December 2009.
§ 2.
The resolution takes effect on the day of its adoption.
RESOLUTION NO. 14
Pursuant to the Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies
and Partnerships and to § 10 (1) (1) of the Company's Articles of Association the
Ordinary General Meeting of Shareholders resolves to:
§ 1.
Grant a vote of acceptance to Mr. Remigiusz Baliński – Vice Chairman of the
Supervisory Board – confirming discharge of his duties for the period from 1 January
2009 to 31 December 2009.
§ 2.
The resolution takes effect on the day of its adoption.

RESOLUTION NO. 15
Pursuant to the Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies
and Partnerships and to § 10 (1) (1) of the Company's Articles of Association the
Ordinary General Meeting of Shareholders resolves to:
§ 1.
Grant a vote of acceptance to Mr. Marek Grzegorzewicz – Member of the Supervisory
Board – confirming discharge of his duties for the period from 1 January 2009 to 31
December 2009.
§ 2.
The resolution takes effect on the day of its adoption.
RESOLUTION NO. 16
Pursuant to the Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies
and Partnerships and to § 10 (1) (1) of the Company's Articles of Association the
Ordinary General Meeting of Shareholders resolves to:
§ 1.
Grant a vote of acceptance to Mr. Ludwik Czarnecki – Member of the Supervisory
Board – confirming the discharge of his duties for the period from 1 January 2009 to 31
December 2009.
§ 2.
The resolution takes effect on the day of its adoption.
RESOLUTION NO. 17
Pursuant to the Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies
and Partnerships and to § 10 (1) (1) of the Company's Articles of Association the
Ordinary General Meeting of Shareholders resolves to:
§ 1.
Grant a vote of acceptance to Mr. Longin Kula – Member of the Supervisory Board –
confirming discharge of his duties for the period from 5 January 2009 to 31 December
2009.
§ 2.
The resolution takes effect on the day of its adoption.
RESOLUTION NO. 18
Pursuant to the Art. 393 (1) and Art. 395 § 2 (3) of the Code of Commercial Companies
and Partnerships and to § 10 (1) (1) of the Company's Articles of Association the
Ordinary General Meeting of Shareholders resolves to:

§ 1.
Grant a vote of acceptance to Mr. Andrzej Błażejewski – Member of the Supervisory
Board– confirming discharge of his duties for the period from 5 January 2009 to 31
December 2009.
§ 2.
The resolution takes effect on the day of its adoption.
RESOLUTION NO. 19
Pursuant to the Art. 395 § 2 (2) of the Code of Commercial Companies and
Partnerships, having examined the Management Board’s proposal regarding profit
distribution, the Ordinary General Meeting of Shareholders resolves to:
§ 1.
Taking into consideration the financial statement, to distribute the 2009 profit in the
amount of PLN 88 745 713.31 (in words: eighty-eight million seven hundred and fortyfive
seven hundred and thirteen 31/100) so that the 2008 loss in the amount of PLN
4 538 461.70 (in words: four million five hundred and thirty-eight thousand four
hundred and sixty-one 70/100) is covered in the first instance, while the remaining
amount of PLN 84 207 251.61 (in words: eighty-four million two hundred and seven
thousand two hundred and fifty-one 61/100) is be allocated to the reserve capital.
§ 2.
The resolution takes effect on the day of its adoption.
RESOLUTION NO. 20
§ 1.
In accordance to Art. 430 § 1 of the Code of Commercial Companies and Partnerships,
the Ordinary General Meeting of Shareholders resolves upon introducing the following
changes in the Company's Articles of Association:
1. § 6 clause 1 of the Articles of Association shall be given the following wording:
1. The objects of the Company are:
1) Activities of financial holding companies (PKD 64.20.Z)
2) Other financial services, elsewhere not classified, except insurance and
pension funding (PKD 64.99.Z),
3) Other credit granting activities (PKD 64.92.Z),
4) Activities auxiliary to financial services, except insurance and pension funding
(PKD 66.19.Z),
5) Consulting activities related to IT activities (PKD 62.02.Z),
6) Computer facilities management activities (PKD 62.03.Z),

7) Other information technology and computer services (PKD 62.09.Z),
8) Other publishing activities (PKD 58.19.Z),
9) Activities related to media representation (PKD 73.12),
10) Public relations and communication (PKD 70.21.Z),
11) Other consultancy activities related to conducting business activity and
management (PKD 70.22.Z),
12) Other out-of-school education, elsewhere not classified (PKD 85.59.B),
13) Other retail trade conducted out of stores, stalls or markets (PKD 47.99.Z),
14) Activity related to organizing fairs, exhibitions and congresses (PKD 82.30.Z).
2. In § 16 of the Articles of Association clause 2 will be followed by clause 2a of the
following wording:
2a. Resolutions of the Supervisory Board shall be adopted by a majority of votes cast
unless binding provisions of the Code of Commercial Companies and
Partnerships require a more severe voting formula. In the event of deadlock
the binding vote shall be the vote of the Chairman of the Supervisory Board.
3. In § 19 of the Articles of Association clause 2 will be followed by clause 3 with the
following wording:
3. Resolutions of the Management Board are adopted with the absolute majority of
votes cast; each Member of the Management Board has one vote. In the event
of deadlock the binding vote shall be the vote of the President of the
Management Board.
§ 2.
Pursuant to Art. 430 § 5 of the Code of Commercial Companies and Partnerships, the
Supervisory Board is authorised to develop the uniform text of the Articles of
Association.
§ 3.
Pursuant to Art. 430 § 1 of the Code of Commercial Companies and Partnerships, a
resolution takes effect on the day the amended Articles of Association are registered by
the competent Court of Registration.
Attachment No. 1 to the Resolution No. 20 of the Ordinary General Meeting of
Shareholders.
JUSTIFICATION OF THE AMENDMENTS TO THE ARTICLES OF
ASSOCIATION
Amendments introduced into the Company's Articles of Association comfort the
statutory requirement of adjusting the objects of the company to the Polish

Classification of Activities (PKD) 2007; furthermore the amendments are made to
develop uniform wording of all the corporate documents.
RESOLUTION NO. 21
Pursuant to Art. 391 § 3 of the Code of Commercial Companies and Partnerships and to
§16 (3) of the Company’s Articles of Association, the Ordinary General Meeting of
Shareholders resolves to:
§ 1.
Introduce the following changes in the Supervisory Board Bylaws:
1. Present § 7clause 1 shall be given the following wording:
1. Any person being a shareholder or other individual may be appointed to the
Supervisory Board. Members of the Management Board, a commercial proxy, a
liquidator, the head of branch or other organizational unit, a chief accountant,
attorney-at-law or advocate employed with the Company or other persons directly
accountable to members of the Management Board or a liquidator as well as a
liquidator of a subsidiary company shall not, at the same time, be members of the
Supervisory Board.
2. Present § 11 clause 1 shall be given the following wording:
1. Resolutions of the Supervisory Board shall be adopted by a majority of votes cast
unless binding provisions of the Code of Commercial Companies and
Partnerships require a more severe voting formula. In the event of deadlock the
binding vote shall be the vote of the Chairman of the Supervisory Board.
§ 2.
The resolution takes effect on the day the amended Articles of Association are
registered by the competent Court of Registration.
Attachment No.1 to the Resolution No. 21 of the Ordinary General Meeting of
Shareholders.
JUSTIFICATION OF THE AMENDMENTS TO THE SUPERVISORY BOARD
BYLAWS.
Amendments made in the Supervisory Board Bylaws follow changes introduced in the
Company's Articles of Association; furthermore the amendments have been made to
develop uniform wording of all the corporate documents.
RESOLUTION NO. 22

Pursuant to Art. 362 § 1 (5) of the Code of Commercial Companies and Partnerships
and to §23 (2) of the Company’s Articles of Association, the Ordinary General Meeting
of Shareholders resolves upon the following:
§ 1.
1. Having examined the Management Board’s written opinion, the Ordinary
General Meeting of Shareholders decides to change its authorization to redeem
and cancel the Company’s shares granted to the Management Board under the
Ordinary General Meeting of Shareholders’ Resolution No. 23 of 28 March 2008
amended by the Ordinary General Meeting of Shareholders’ resolution No. 20 of
31 March 2009.
2. The following terms and conditions of the Company’s own shares redemption
and cancellation:
a) the Management Board is authorized to redeem and cancel the Company’s
own shares before 30 June 2012,
b) price of the shares acquired shall not exceed PLN 12.50 (in words twelve
50/100) per 1 (one) share,
c) total number of shares for redemption and cancellation shall not exceed
25 000 000 (twenty-five million) shares.
3. Other rules governing acquisition the Company’s own shares shall remain
unchanged.
4. The Management shall be held responsible for release of the above amendments
to the public, in accordance with the Art. 56 (5) of the Public Offer Act.
5. The Ordinary General Meeting of Shareholders hereby authorizes the
Management Board to undertake any factual and legal actions necessary to effect
this resolution.
§ 2.
The resolution takes effect on the day of its adoption.
Attachment No.1 to the Resolution No. 22 of the Ordinary General Meeting of
Shareholders.
MANAGEMENT BOARD’S OPINION ON THE AMENDMENTS
INTRODUCED IN THE TERMS AND CONDITIONS OF THE COMPANY’S
OWN SHARES REDEMPTION AND CANCELLATION
In relation to the Ordinary General Meeting of Shareholders’ authorisation to redeem
and cancel the Company’s own shares, under the Ordinary General Meeting of
Shareholders’ Resolution No. 23 of 28 March 2008, amended by the Ordinary General
Meeting of Shareholders’ Resolution No. 20 of 31 March 2009, the Management Board
suggests changing:
- the final date of the shares acquisition by the Company i.e. specifying the new
final date as 30 June 2012,
- price of the shares acquired to maximum PLN 12.50 (in words: twelve 50/100) per
1 (one) share,

- total number of the Company’s own shares to be redeemed and cancelled to
maximum 25 000 000 shares.
By its resolution No. 23 of 28 March 2008 the Ordinary General Meeting of
Shareholders authorised the Management Board to redeem and cancel own shares for
the maximum period of 3 months commencing on the day of the adoption of the
resolution. By the date of the Ordinary General Meeting of Shareholders, the Company
had acquired 1 700 000 own shares which accounts for the minor portion of the
established limit of 50 000 000.
It is the Management Board’s position that the price set at the level of PLN 5 (five) per
one share by the General Meeting of Shareholders’ Resolution No 20. of 31 March 2009
makes the delivery of the purchase programme impossible due to increased price of the
Company’s shares. The average market price for the period of 3 months (from 23
December 2009 to 23 March 2010) is PLN 9.22. According to the Management Board,
prolonging the term of acquisition as well as changing the maximum price up to PLN
12.50 per one share as recommended by the Company’s Management Board shall
facilitate delivery of the own shares acquisition programme and therefore prevent the
dilution of the Company’s capital. Except for supporting the delivery of the own shares
acquisition programme which should improve the Company’s performance indicators
assessed by the investors, the recommended changes shall generate additional value to
the shareholders. All things considered, the abovementioned amendments act in both the
Company’s and the shareholders’ interest.
RESOLUTION NO. 23
Pursuant to Art. 362 § 3 of the Code of Commercial Companies and Partnerships, the
Ordinary General Meeting of Shareholders resolves upon the following:
§ 1.
1. In order to secure the Company’s claims towards Mr. Krzysztof Rosiński, the
Ordinary General Meeting of Shareholders agrees to establish ordinary and
registered pledge on the Company’s own shares owned by Mr. Krzysztof
Rosiński (hereinafter referred to as the Company’s Shares) pursuant to the terms
and conditions specified herein.
2. Ordinary and registered pledge shall be established on the Company’s shares
under the following conditions:
- maximum total number of pledged shares in the period of valid
authorization shall be 1 000 000 (in words: one million) shares.
- ordinary and registered pledge shall be established for the period expiring
not later than on 31 December 2012,
- ordinary pledge on the Company’s Shares shall be established for the period
expiring on the date the registered pledge’s entry in the register of pledges
comes into force,

- the Company shall not be satisfied as the Pledgee by taking over the
Company’s Shares under terms and conditions specified in the provisions of
the Registered Pledge Act,
- the shareholder shall be eligible to exercise his rights to vote and to receive
dividend from the shares within the period when the Company's Shares are
pledged.
3. The Ordinary General Meeting of Shareholders makes the Management Board
responsible for and authorised to undertake any factual and legal actions
necessary to establish ordinary and registered pledge on the Company’s Shares in
compliance with the provisions of this resolution, including conclusion and
execution of a pledge agreement or agreements as well as undertaking all
necessary actions to establish and execute share lock-up in the stock account.
The Management Board shall be entitled to provide specific conditions of
establishing ordinary or registered pledge on the Company’s Shares, as
authorised by the resolution and as necessary to act under the authorisation
granted.
§ 2.
The resolution takes effect on the day of its adoption.
Attachment No.1 to the Resolution No. 23 of the Ordinary General Meeting of
Shareholders.
JUSTIFICATION OF ESTABLISHING PLEDGE ON THE COMPANY’S OWN
SHARES
The Authorization to establish ordinary and registered pledge on 1 000 000 own shares
owned by Mr. Krzysztof Rosiński which he acquired under the Management Share
Option Programme delivered in compliance with the Ordinary General Meeting of
Shareholders’ resolution No. 20 of 28 March 2008 for the Issuer is aimed to secure Mr.
Krzysztof Rosiński's payment of possible contractual penalties under the co-operation
agreement concluded by the Parties. Pursuant to Art. 362 § 3 of the Code of
Commercial Companies and Partnerships, establishment of pledge on company's own
shares requires the approval of the general meeting of shareholders. The Issuer provided
the information of limits imposed on Mr. Krzysztof Rosiński’s ability to dispose of the
Issuer’s 1 000 000 shares in the Current Report No. 64/2009 of 21 December 2009.