Prospectus - Notowania

(c) if the number of candidates included in the submitted lists, whether from the
majority or minority, is fewer than those of the directors to be elected, the
remaining directors shall be elected through a resolution by the Shareholders’
Meeting majority vote. If there is a tie between the candidates, there shall be a
second ballot between these candidates via another shareholders’ vote;
(d) if under the terms and procedures described above only one list is submitted, or
none are submitted, the Shareholders’ Meeting shall resolve based on the
method described in point c) above;
(e) in the event the minimum number of independent directors established in the
Articles of Association is not elected, the candidates that do not meet said
requirements in each list shall be replaced by the subsequent candidate on the list
that does meet the independence requirements, based on the progressive ordering
of the list. In the event it is not possible to substitute the directors that do not
meet the aforementioned requirements with candidates from the same list, they
will be replaced by candidates meeting the requirements drawn from the
minority shareholders' lists which received the most votes based on the
progressive ordering of the list.
The appointed term for directors is three financial years, unless otherwise determined
at time of the appointment. The directors' terms expire on the date of the Shareholders’
Meeting convened to approve the financial statements of their last year in office.
In the event of the death, resignation, or lapse for any reason of the requirements of
respectability and professionalism by any of the directors, the Board of Directors shall
co-opt a director, considering the minority representation principle. In the event of the
lack or subsequent lapse of independence requirements by certain directors, the Board
of Directors shall replace said director under the procedure described in letter e)
above.
Board of Statutory Auditors
Pursuant to Section 30 of the Articles of Association, the Ordinary Shareholders’
Meeting shall appoint five statutory auditors, amongst whom a Chairman is elected,
and two alternate auditors. The statutory and alternate auditors are re-electable.
In accordance with applicable legislation, at least two statutory auditors and one
alternate auditor shall have been enrolled for at least three years in the chartered
accountants association and have performed statutory auditing of accounts for a period
of not less than three years. The auditors that are not members of the chartered
accountants association shall have at least three years of experience in: a) providing
professional activities of chartered accounts or attorneys primarily in the banking,
insurance or finance sectors; b) university-level teaching positions - in the field of law
- banking law, commercial law, tax law as well as financial markets law and - in the
field of economics/finance – banking technology, corporate economics, accounting,
real estate economics, financial and international market economics, corporate
finance; c) managerial roles at a public entity or public administration in the credit,
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