Bank Millennium : Information about an amendment to the Articles of Association of Bank Millennium S.A.

The Management Board of Bank Millennium SA ('Bank') informs that the Ordinary General Meeting of the Bank on 26 March 2018 passed an amendment to the Bank's Articles of Association by its Resolution No. 24, which was registered by the Regional Court for the Capital City of Warsaw, 13th Commercial Division of the National Court Register on 25 June 2018; the court ruling in this regard the Bank has received on July 6, 2018.

Pursuant to the above-mentioned Resolution, amended as follows were § 18 sect. 3 and 5, § 21 sect. 3, § 27 and the title chapter IV of the Bank's Articles of Association:

The new wording of § 18 sect. 3 of the Bank's Articles of Association:
'3. Most members of the Audit Committee, including its Chairman, shall be independent. The members of the Committee shall have knowledge and skills in the field of the financial sector and at least one Committee member shall have knowledge and skills in accounting or auditing of financial statements.'

The new wording of § 18 sect. 3 of the Bank's Articles of Association:
'3. Most members of the Audit Committee, including its Chairman, shall be independent. The members of the Committee shall have knowledge and skills in the field of the financial sector and at least one Committee member shall have knowledge and skills in accounting or auditing of financial statements.'

The existing wording of § 18 sect. 5 of the Bank's Articles of Association:
'5. The Audit Committee shall exercise control to the extent permitted by law, in particular:
1/ permanently monitor the activity of the Bank's chartered auditor and issue opinions as to his independence requirements and other relations between him and the Bank,
2/ monitor on a permanent basis the systems and process of financial reporting and management of the Bank's risk,
3/ evaluate and monitor internal procedures concerning accounting and auditing as well as respective control systems, including the reception and processing of complaints and related doubts, reported by employees or identified independently,
4/ request the Supervisory Board to apply to the Management Board for funds or other means of any other nature necessary for conducting of activities by the Audit Committee,
5/ as a result of performed activities - propose to the Supervisory Board to request the Management Board to apply such measures or amendments as the Audit Committee may deem pertinent, whereas the Audit Committee take steps to acquire independent counselling, if necessary,
6/ approve its own internal regulations.'

The new wording of § 18 sect. 5 of the Bank's Articles of Association:
'5. The Audit Committee shall exercise control to the extent permitted by law, in particular:
1/ present to the Supervisory Board a recommendation of the audit firm to be selected, permanently monitor the activities of the Bank's chartered auditor and audit firm, and control, as well as issue evaluations as to their independence and other relations with the Bank,
2/ prepare a policy and procedure of selecting the audit firm and conditions of providing non-audit services by such firm and its related entities,
3/ monitor on a permanent basis the effectiveness of internal control and risk management systems, and systems and processes of financial reporting,
4/ evaluate and monitor control systems, including the reception and processing of complaints and related doubts, reported by employees or identified independently,
5/ request the Supervisory Board to apply to the Management Board for funds or other means of any other nature necessary for conducting of activities by the Audit Committee,
6/ as a result of performed activities - propose to the Supervisory Board to request the Management Board to apply such measures or amendments as the Audit Committee may deem pertinent, whereas the Audit Committee take steps to acquire independent counselling, if necessary,
7/ approve its own internal regulations.'

The existing wording of § 21 sect. 3 of the Bank's Articles of Association:
'3. The Chairman of the Management Board or the Deputy Chairman or other designated member of the Management Board acting in lieu of him, shall manage the Management Board operations. The Chairman of the Management Board shall supervise the work of internal control unit and other organizational units of the Bank which are within his powers stipulated in the resolution referred to in Sec. 2. The powers of a Management Board member occupying the dedicated position of the member of the Management Board supervising management of the risk material in the Bank's activity who is appointed with the consent of Polish Financial Supervision Authority shall encompass the supervision of organisational units of the Bank effecting tasks in the area of risk management. Supervision over other organisational units of the Bank shall be entrusted subject to restrictions stemming from the law.'

The new wording of 21 sect. 3 of the Bank's Articles of Association:
'3. The Chairman of the Management Board or the Deputy Chairman or other designated member of the Management Board acting in lieu of him, shall manage the Management Board operations. The Chairman of the Management Board shall supervise the work of internal audit unit and other organizational units of the Bank which are within his powers stipulated in the resolution referred to in Sec. 2. The powers of a Management Board member occupying the dedicated position of the member of the Management Board supervising management of the risk material in the Bank's activity who is appointed with the consent of Polish Financial Supervision Authority shall encompass the supervision of organisational units of the Bank effecting tasks in the area of risk management. Supervision over other organisational units of the Bank shall be entrusted subject to restrictions stemming from the law.'

The existing wording of the title of chapter IV of the Bank's Articles of Association:
' IV. Bank's Organisation. Internal control'

The new wording of the title of chapter IV of the Bank's Articles of Association:
' IV. Bank's Organisation. Internal control system '.

DThe existing wording of § 27 of the Bank's Articles of Association:
'1. The principles for internal control shall be established by the Management Board of the Bank, acting upon the following assumptions:
1/ the principle of institutional control in the Bank is implemented, such control being conducted by an internal control unit,
2/ the head of the internal control unit of the Bank shall report directly to the Chairman of the Management Board,
3/ conditions for performance of functional control are ensured at the Bank, such control being conducted by each employee with regard to quality and correctness of her/his actions, and additionally executed also by her/his immediate superior.
2. Institutional and functional control constitute the system of internal control, serving the purpose of supporting management of the Bank and assuring security and stability of its functioning.'

The new wording of § 27 of the Bank's Articles of Association:
'1. The Management Board shall design, implement and ensure the functioning of an adequate and effective internal control system in all organisational units of the Bank.
2. The purpose of the Bank's internal control system is to ensure the effectiveness and efficiency of the Bank's operations, reliability of its financial reporting, observance of the risk management principles and compliance of the Bank's operations with legal provisions, internal regulations and market standards.
3. As part of the internal control system the Bank has a separate:
1/ control function assigned to the Bank's organisational units tasked with ensuring the observance of control mechanisms concerning, in particular, risk management at the Bank,
2/ compliance unit tasked to identify, assess, control, monitor and report the risk of non-compliance of the Bank's operations with legal provisions, internal regulations and market standards,
3/ internal audit unit tasked to audit and evaluate - with the exclusion of itself - in an independent and objective manner the adequacy and effectiveness of the risk management system and internal control system.
4. The Bank shall ensure the independence of the internal audit unit and compliance unit pursuant to appropriate regulations, including supervisory recommendations.'

Legal basis:
§ 5 item 1 of the Regulation of the Minister of Finance of 29 March 2018 regarding current and periodic information provided by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-Member state