Statutes of the PCA

Preamble

The contracting parties established the association with the association agreement dated January 19, 1994 as a business association of legal entities according to § 20f et seq. of the Civil Code in order to support the development of the use of payment cards. The association is established for an indefinite period. The association is a legal entity that acquired legal capacity on the day of its registration in the register of associations maintained by the Regional Office in Bratislava.

Article I

Name and registered office of the association

1) The members of the association agreed on the name

Združenie pre bankové karty; short name: ZBK – in the Slovak language,

Payment Card Association; short name: PCA – in the English language.

2) The registered office of the Payment Card Association (hereinafter referred to as "PCA") is: Dunajská 4, 811 08 Bratislava

3) The PCA develops activities on the territory of the Slovak Republic. The PCA is registered by the Regional Office in Bratislava under no.: OVVS – 64/94.

Article II

Scope of activities

The main goal of the PCA is to support the development of the use of payment cards in the Slovak Republic. On the basis of the above, the PCA's scope of activities mainly include:

A) payment cards promotion with the aim of expanding their issuance and acceptance at ATMs and with merchants,

b) creating conditions for further education in the field of payment cards,

c) creating conditions for the development and expansion of payment cards use,

d) initiating and coordinating the introduction of new progressive technologies in the field of payment cards,

e) cooperation of members in the field of card risk management within the limits of valid legislation of the Slovak Republic,

f) communication with the media,

g) performing extracurricular educational activities,

h) active cooperation and communication with card schemes,

i) marketing and promotional activity,

j) representing the interests of its members in relation to bodies of state power and self-government bodies, to banks and in relation to foreign countries,

k) providing an information service for its members.

Article III

Logo

PCA members agreed on the use of a common PCA logo for the purpose of integrity and uniform presentation of the PCA activities. The definition of the logo, conditions and method of its use by members will be regulated in a separate regulation of the PCA.

Article IV

Membership

1) Eligible PCA members:

a) a bank or a branch of a foreign bank that has a banking license valid in the Slovak Republic (hereinafter referred to as "member bank" or "member") and that issues or accepts payment cards in the Slovak Republic or that intends to issue or accept payment cards in the Slovak Republic;

b) a legal entity that does not have a banking license valid in the Slovak Republic and is interested in actively supporting the development and use of payment cards (hereinafter referred to as "non-bank member" or "member").

2) An interested party can apply for membership in the PCA with a written application addressed to the PCA. According to Article VII (4) (j) of the statutes, acceptance as a member is decided by the College, which is obliged to include a vote on accepting the applicant as a member in the agenda of its next meeting after receiving the applicant's application. The applicant's application for PCA membership must contain, in addition to basic information about the applicant, the following:

a) the reason for for membership,

b) ideas about cooperation with other members within the bodies of the PCA,

c) the intentions of the applicant related to payment cards,

d) declaration of the applicant that he accepts the statutes of the PCA.

3) Membership in the PCA is established at the moment of approval of the member by the College.

4) Membership in the PCA terminates:

a) upon expiry of the notice period. A member may terminate membership in the PCA by written notice for any reason or without giving a reason. The notice period is 1 month and begins on the first day of the calendar month following the delivery of the notice and ends on the last day of the relevant calendar month. The termination must be delivered to the PCA by registered letter. The chairman shall notify the other members of the member's resignation without undue delay. Termination takes effect upon expiry of the notice period.

b) by expelling a member. A member may be expelled from the PCA only on the basis of a decision of the College for the following reasons:

i) if the member violates membership obligations determined by the College,

ii) if the member is late in paying fees for the PCA for a period longer than 60 days,

iii) if the member damages the interests of other members,

iv) if the member acts against the goals and interests of the PCA.

If the expelled member was not present during the College's vote on his expulsion, the President will immediately notify the expelled member of this decision in writing.

c) cancellation of a member with liquidation. In the case of cancellation of a member with liquidation, membership in the PCA terminates on the date of the member's entry into liquidation.

d) by canceling a member without liquidation. Upon cancellation of the original member without liquidation, the rights and obligations resulting from membership in the PCA are transferred to his legal successor to the extent determined in the decision of the competent body of the company on the merger, fusion or division of the member, or agreed in the contract for the sale of the company or part of the company. All this, however, only on the condition that the legal successor is a member of the PCA or at least meets the prerequisites for membership and the College will decide on its acceptance based on its request at the next meeting. Otherwise, membership in the PCA ends on the day the member is terminated.

e) by declaring bankruptcy on the member's assets, namely on the date of declaring bankruptcy on the member's assets, or on the date of authorization of the member's restructuring.

f) by the termination of the PCA.

5) The Executive Committee maintains a list of members, which includes their identification and contact information (e-mail and telephone number).

Article V

Rights and obligations of a member

1) The member has the right, in particular:

a) to participate and vote at College meetings,

b) to participate at Executive Committee meetings,

c) to propose and elect the Chairman and Vice-Chairman and members of the Executive Committee, chairmen of the created commissions,

d) to submit proposals, recommendations and comments on the activities of the PCA,

e) to inspect the PCA documents,

f) to participate in other card programs, as long as the interests of the PCA or individual PCA members are not harmed by this,

g) to participate in the management and control of the PCA activities,

h) to participate in the activities of PCA bodies, working groups, programs, committees and commissions to which he was invited by the decision of the Executive Committee, while he has the right to an advisory vote during his participation in these meetings,

i) in the case of providing statistical data to the PCA office, to reciprocally use PCA statistical information related to payment cards for its own internal needs and to treat this data as confidential information,

j) to actively participate in the fulfillment of the PCA's goals and tasks and work in commissions,

k) to withdraw from the PCA.

2) The member is obliged, in particular:

a) to comply with these statutes, decisions of the PCA´s bodies and other regulations thereof,

b) pay the fees set by the College on time,

c) treat all data provided by members as confidential information.

Article VI

PCA bodies

1) The bodies of the PCA are:

a) College,

b) Executive Committee,

c) Chairman and Vice-Chairman.

2) To ensure the activity of the PCA, the following are established:

a) PCA office,

b) permanent or temporary commissions.

Article VII

College

1) The College is the highest body of the PCA (hereinafter referred to as the "College"). It consists of all members. In the case of representing a member at the College by an authorized representative, the power of attorney must be granted in writing. Written powers of attorney, which are valid until revoked, are handed over by the authorized representatives to the Chairman.

2) The competence of the College includes negotiation and decision-making on all issues related to the activities of the PCA, in particular:

a) on the amendment of these statutes,

b) on the approval of the electoral procedure of the PCA bodies,

c) on the election and dismissal of members of the Executive Committee and the election and dismissal of the Chairman and Vice-Chairman,

d) on reducing or expanding the number of members of the Executive Committee,

e) on the election and dismissal of the chairman and members of commissions,

f) on reducing or expanding the number of commission members,

g) on the approval of the draft budget, annual financial statements and management results, as well as inspection results,

h) on the approval of fees paid by members according to Article XIII of these statutes,

i) on determining the direction of further development of the PCA,

j) on accepting new members,

k) on the expulsion of a member,

l) on the strategy of the PCA's basic activities,

m) on strategy in relation to the PCA partners,

n) on the approval, amendment and addition of developed regulations and recommendations,

o) on the method and conditions of creation of professional paid bodies of the PCA,

p) on the amendment and dissolution of the PCA, in case of dissolution of the PCA with liquidation it appoints the liquidator and determines his remuneration,

q) on the appointment of an auditor,

r) on the remuneration or granting of other benefits to members of the PCA bodies,

r) on the decision on further proposals, which the College reserves.

3) The Board is convened by the Chairman based on the decision of the Executive Committee, at least 2 times per calendar year. The Chairman is obliged to always convene an extraordinary meeting of the College at the proposal of at least 1/3 of all members of the PCA, so that the College is held no later than 30 days from the date of delivery of the proposal; the proposal for convening the College must also include the proposed agenda of the extraordinary meeting of the College. The invitation to the meeting of the College must contain the proposed agenda, time and place of the College meeting and must be sent to the PCA members at least 10 days before the day of the College meeting.

4) The meetings of the College are led by the Chairman, in his absence by the Vice-Chairman, or another member of the Executive Committee, who simultaneously organizes voting on individual agenda items. Supplementing the agenda of the convened College is only possible if all members of the PCA are present and all agree to supplement the agenda.

5) The College decides on all issues that fall within its competence by voting. Each member has one vote when voting at a meeting of the College.

6) The College has a quorum, if 2/3 of its members are present. The College decides by a simple majority of the votes of the participating members, with the exception of voting:

a) on the amendment of these statutes,

b) on the dissolution of the PCA and in the case of the dissolution of the PCA with liquidation, on the appointment of the liquidator and his remuneration,

when the approval of 3/4 of the majority of the votes of all bank members is required for the adoption of a decision; further with the exception of voting:

c) on the admission of new members and on the expulsion of a member from the PCA,

d) on the extraordinary membership fee,

when a 2/3 majority vote of all members is required to make a decision.

A member cannot exercise his voting right, if the College decides to expel him and the vote of such a member is not taken into account. A member who abstains from voting is considered a voting member.

7) If, in the period between two meetings of the College, convened according to paragraph 3 of this Article, it is necessary to decide on an issue that falls within the competence of the College, it can be decided on without convening the College, while the members vote in writing (per rollam). The need for voting in this way is decided by the Executive Committee, which can vote in written form on all issues within the scope of the College. If the Executive Committee decides on voting in writing, it will send a draft decision to all PCA members by registered mail or by e-mail to the member's e-mail address listed in the list of members, in which case it will send them a draft decision in the format of a scanned document (pdf format), signed by the Chairman. The draft decision delivered to the PCA must include a deadline for the members to state, whether they agree or disagree with it. The deadline must not be shorter than 30 calendar days from the date of delivery of the draft decision. The statement must be delivered to the PCA within this deadline. Members vote in writing or by e-mail by sending a scan of the statement, while the statement of the voting member must contain a statement as to whether he agrees or disagrees with the draft decision and must be signed by the statutory body of the voting member; in the case of sending a statement by e-mail, it must be signed with at least an improved electronic signature. If the member does not comment within the given period, it is considered that he does not agree with the proposal. After the deadline for comments, the Chairman evaluates the results of the vote and within 5 working days from the expiration of the deadline for comments, he notifies the members whether the draft decision has been accepted or not. Notification can be made in writing or by e-mail.

8) The Executive Committee may decide on the convening and meeting of the College through remote access; this procedure is not possible if there is an election by secret ballot. In such a case, the Executive Committee will send the members of the College an invitation by e-mail to the member's e-mail address, listed in the list of members, containing the date and time of the meeting, its agenda, and also a link (active link) to connect through the application, enabling conducting meetings through remote access (e.g. Microsoft TEAMS, etc.); the application must be freely accessible, without the need to pay fees and must be executable in the WINDOWS, LINUX or macOS operating systems and must allow video and/or audio connection of the person acting on behalf of the member.

9) In the event that a meeting of the College is held using remote access, members who joined via remote access are considered to be present.

10) Voting at such a meeting, carried out using remote access, is only possible under the condition that the application allows an audio recording of such voting. Voting in such a case takes place in such a way that the Chairman or a person authorized by him presents a proposal for the adoption of the resolution and invites the attached members of the College to vote. Members of the College vote sequentially by stating their first and last name, the name of the member for whom they are acting and clearly indicating whether they agree, disagree, or abstain from voting on the proposed resolution. After the voting of all members present, the Chairman or a person authorized by him will clearly announce the result of the voting.

11) If, during the voting, a member's electronic connection is lost and this is not restored until the end of the vote on the given draft resolution, he is considered absent for the purposes of voting on this draft resolution and is not included in the quorum.

12) Members of the College may agree at the beginning of such a meeting that for the purposes of voting, the means that are part of the application used for the meeting of the College using remote access will be used, provided that these means allow the capture and archiving of voting results.

13) The minutes of the College meeting, which contain the adopted decisions and voting results, as well as the statement of the member who requested that it be included in the minutes, are taken. The minutes are signed by the Chairman, or by the Vice-Chairman in the absence of the Chairman. The minutes will be stored in electronic form on the PCA website in a private zone, accessible to members, and members will be sent an e-mail notification about the saving of the minutes.

Article VIII

Executive Committee

1) The Executive Committee manages the activities of the PCA between meetings of the College (hereinafter referred to as the "Executive Committee"). It ensures the fulfillment of professional, operative, methodical and other tasks set by the College.

2) The Executive Committee is elected by the College for a three-year term in direct elections by secret ballot; in the event that, during the regular term of office of the Executive Committee, one of its members ceases to have the function according to paragraph 11 of this Article of the statutes, or the Executive Committee does not have a sufficient number of members (according to the first sentence of the next paragraph), the Chairman shall immediately convene a College meeting, at which a supplementary election of a new member (members) of the Executive Committee for the period until the end of the regular term of office of the Executive Committee.

3) The Executive Committee has at least 5 members. At least 3 members of the Executive Committee are elected from the bank members; in the event that the number of candidates for members of the Executive Committee proposed by the bank members does not reach the number of 3 candidates, the College may elect members of the Executive Committee from the proposed candidates without observing the rule stated before the semicolon, or with a smaller number of members of the Executive Committee as decided by the College at its meeting. The details of the election will be regulated by the electoral procedure, which are approved by the College.

4) The activities of the Executive Committee are managed by its Chairman, who convenes its meetings as needed, at least 4 times a year; in case of absence, he is represented by the Vice-Chairman. The Chairman and Vice-Chairman are elected and dismissed by the College in accordance with Article IX of these statutes. The Chairman is obliged to convene the Executive Committee also at the initiative of any member of the Executive Committee, if the majority of the members of the Executive Committee agree to it.

5) The Executive Committee discusses, prepares and ensures in particular:

a) annual budget proposals, PCA management results,

b) proposals for accepting or rejecting an application for accepting an interested party as a member,

c) proposals to exclude a member from the PCA,

d) proposals for the direction of further development of the PCA,

e) proposals for the amount of fees paid by members,

f) submission of other proposals to the College regarding the activity and functioning of the PCA,

g) proposals for trainings and seminars and their organization,

h) delegating the PCA representative to other companies, commissions, advisory bodies and other institutions,

i) preparation of a list of candidates for elections to PCA bodies,

j) deciding on inviting third parties to the meeting of PCA bodies and commissions when solving complex technical, operational, methodological or other professional problems at their discretion or at the suggestion of any of the members,

k) and decides on all issues that are not assigned to other bodies by these statutes.

The invitation to the meeting of the Executive Committee must contain the proposed agenda and the place and time of the Executive Committee meeting and must be sent to the members of the Executive Committee to their e-mail addresses at least 3 days before the proposed date of the meeting; members of the Executive Committee may agree to shorten this period. The Executive Committee can also meet and make decisions through remote access; in such a case, the invitation includes a link (active link) to connect via an application that enables meetings to be held via remote access (e.g. Microsoft TEAMS, etc.); the application must be freely accessible, without the need to pay fees and must be executable in WINDOWS, LINUX or macOS operating systems and must allow video and/or audio connection of a member of the Executive Committee.

6) Every member has the right to participate in the meeting of the Executive Committee. In the event that a meeting of the Executive Committee is held using remote access, members who joined via remote access are considered to be present. If, in the period between two meetings of the Executive Committee, convened according to paragraph 3 of this Article, it is necessary to decide on an issue that falls within the competence of the Executive Committee, it can be decided on without convening the Executive Committee, while the members vote in writing (per rollam). The need for voting in this way is decided by the Chairman, who can vote in written form on all issues within the scope of the Executive Committee. If the Chairman decides on voting in writing, it will send a draft decision to all Executive Committee members by registered mail or by e-mail to the member's e-mail address listed in the list of members, in which case it will send them a draft decision in the format of a scanned document (pdf format), signed by the Chairman. The draft decision delivered to the PCA must include a deadline for the members to state, whether they agree or disagree with it. The deadline must not be shorter than 30 calendar days from the date of delivery of the draft decision. The statement must be delivered to the PCA within this deadline. Members vote in writing or by e-mail by sending a scan of the statement, while the statement of the voting member must contain a statement as to whether he agrees or disagrees with the draft decision and must be signed by the statutory body of the voting member; in the case of sending a statement by e-mail, it must be signed with at least an improved electronic signature. If the member does not comment within the given period, it is considered that he does not agree with the proposal. After the deadline for comments, the Chairman evaluates the results of the vote and within 5 working days from the expiration of the deadline for comments, he notifies the members whether the draft decision has been accepted or not. Notification can be made in writing or by e-mail.

7) The Executive Committee decides on issues within its competence by voting. Each member of the Executive Committee has one vote. In the case of a meeting held using remote access, voting is possible only under the condition that the application allows an audio recording of such voting. Voting in such a case takes place in such a way that the Chairman or a person authorized by him presents a proposal for the adoption of the resolution and invites the attached members of the Executive Committee to vote. Members of the Executive Committee vote sequentially by stating their first and last name, and clearly indicating whether they agree, disagree, or abstain from voting on the proposed resolution. After the voting of all members present, the Chairman or a person authorized by him will clearly announce the result of the voting.

8) The Executive Committee has a quorum if more than half of its members are present, while the Chairman or Vice-Chairman must always be present. Decisions of the Executive Committee are adopted if a majority of the members present vote for them. In case of equality of votes, the Chairman, and in his absence the Vice-Chairman, has the casting vote. If, during the voting held using remote access, a member's electronic connection is lost and this is not restored until the end of the vote on the given draft resolution, he is considered absent for the purposes of voting on this draft resolution and is not included in the quorum. Members of the Executive Committee may agree at the beginning of such a meeting that for the purposes of voting, the means that are part of the application used for the meeting of the Executive Committee using remote access will be used, provided that these means allow the capture and archiving of voting results.

9) The minutes of the Executive Committee meeting, which contain the adopted decisions and voting results, as well as the statement of the member who requested that it be included in the minutes, are taken. The minutes are signed by the Chairman, or by the Vice-Chairman in the absence of the Chairman. The minutes will be stored in electronic form on the PCA website in a private zone, accessible to members, and members will be sent an e-mail notification about the saving of the minutes.

10) The Executive Committee is accountable to the College for its activities.

11) Membership in the Executive Committee terminates:

a) upon expiry of the term of office,

b) by relinquishing the position, while the relinquishment must be in writing and delivered to the PCA, or made orally in the minutes of a meeting of the College or the Executive Committee,

c) by dismissal from office,

d) by death,

e) termination of employment of a member of the Executive Committee with a member of the PCA who proposed him to the Executive Committee or the termination of the powers of attorney granted to him by the member.

Article IX

Chairman and Vice-Chairman

1) The Chairman of the PCA (hereinafter referred to as the "Chairman") is elected by the College from among the members of the Executive Committee for a 3-year election period in direct elections by secret ballot, in accordance with the electoral procedure approved by the College. The Chairman is also the chairman of the Executive Committee. In the event that a candidate from bank members is elected Chairman, the Vice Chairman must be a candidate from non-bank members. In the event that a candidate from non-bank members is elected Chairman, the Vice Chairman must be a candidate from bank members. The details will be regulated by the electoral procedure.

2) The Vice-Chairman of the PCA (hereinafter referred to as the "Vice-Chairman") is elected by the College from among the members of the Executive Committee for a 3-year election period in direct elections by secret ballot, in accordance with the electoral procedure approved by the College. The Vice-Chairman is also the vice-chairman of the Executive Committee. In the absence of the Chairman, the Vice-Chairman represents him in all matters entrusted to the Chairman by these statutes, the College or the Executive Committee.

3) The Chairman and Vice-Chairman are the statutory bodies of the PCA and each separately act externally in all matters on behalf of the PCA. The Chairman or Vice-Chairman acts on behalf of the PCA by adding a handwritten signature to the written or printed name of the PCA and the indication of his function.

4) The Chairman and Vice-Chairman are responsible for their activities to the Executive Committee and the College and are obliged to act in accordance with their decisions.

5) The position of Chairman and Vice-Chairman terminates:

a) upon expiry of the term of office; in the event that a new Chairman or Vice-Chairman is not elected for the next term of office, the current Chairman or Vice-Chairman will continue to perform their duties until a new Chairman or Vice-Chairman is elected,

b) by relinquishing the position, while the relinquishment must be in writing and delivered to the PCA, or made orally in the minutes of a meeting of the College or the Executive Committee,

c) by dismissal from office,

d) by death,

e) termination of employment of the Chairman or Vice-Chairman with a member of the PCA who proposed him to the Executive Committee or the termination of the powers of attorney granted to him by the member.

Article X

PCA commissions

1) The Executive Committee can establish permanent or temporary expert commissions as its advisory bodies. The scope of activities is determined by the Executive Committee.

2) The commission is managed by the Chairman or Vice-Chairman, who are elected by the members of the commission at its first meeting, which is convened by the Executive Committee. Only representatives of members may be members of the commission, while third parties (non-members of the PCA) may be invited to perform the commission's activities. The chairman and, in his absence, the vice-chairman of the commission, decide on the invitation of third parties.

3) The chairman of the commission is responsible to the Executive Committee for the activity of the commission and the fulfillment of its tasks. As a rule, the commission meets 4 times a year.

4) The chairman of the commission, or in his absence the vice-chairman of the commission, will make a record of the meeting, which will be distributed to all members of the commission by the PCA Office in written or electronic form.

Article XI

PCA office

1) The PCA office is managed by its Manager, who is selected by the Chairman on the basis of a selection process.

2) The PCA manager (hereinafter referred to as the "Manager") ensures the fulfillment of professional, operational, methodical and other tasks delegated by the College, the Executive Committee or the Chairman. He is responsible for the activities of the PCA office.

3) The Manager participates in the meetings of the Executive Committee and the meetings of the College. The Manager does not have the right to vote in the voting of the Executive Committee and the College.

4) The Manager's responsibilities include the following activities:

a) organizing meetings of the College and the Executive Committee,

b) convening and coordinating the activities of the PCA commissions belonging to his responsibilities,

c) communication with the media,

d) gathering the requirements of individual PCA members related to the development and support of the card business,

e) cooperation with members in the field of card risk management,

f) provision of ongoing information on PCA activities, processing and distribution of statistical data,

g) coordination of PCA advertising and promotional activities,

h) distribution of minutes and materials from individual meetings, or meetings on the premises of the PCA,

i) organization of trainings, seminars, presentations for members, or, based on the approval of the Executive Committee, also for third parties,

j) preparation of documents for the draft of the PCA activity plan and the PCA budget,

k) corresponding with domestic and international entities,

l) other activities with which he will be entrusted by the College or the Executive Committee.

Article XII

PCA operation

1) The PCA operates according to the approved budget in accordance with generally binding regulations. It is a non-profit organization that is liable for its obligations with all its assets.

2) Budget revenue consists of member fees, voluntary contributions, special grants, donations, subsidies and other income for which the PCA is authorized.

3) The Executive Committee is responsible for implementing the budget and operations in accordance with the resolution of the College.

4) The control of the PCA management is carried out by an auditor appointed by the College at least once a year. The results of the inspection are approved by the College.

5) The financial year is the calendar year.

6) Financial resources are used to ensure the activities of the PCA, in particular:

a) promotion and development of payment cards in the Slovak Republic,

b) organizing and providing professional seminars and training for the purpose of acquiring new information in the field of payment cards,

c) organization of College and Executive Committee meetings, as well as other social events of PCA members for the purpose of mutual exchange of experience and cooperation improvement,

d) operation of the PCA Office,

e) organization of PCA social events,

f) other activities supporting the development of payment cards approved by the College.

7) PCA funds are deposited in a bank account.

8) The Chairman and Vice-Chairman have the right to dispose of funds in the PCA account separately. Cash and other entrusted funds are at the disposal of the Manager, who is responsible for their economical use.

9) The Chairman and Vice-Chairman are obliged to continuously inform the Executive Committee, which is responsible for the management of PCA assets according to the established budget, about the use and management of funds. He is responsible for proper registration of property, management of financial resources and their purposeful use.

Article XIII

Fees

1) Members are obliged to contribute to the activities of the PCA and participate in the payment of costs in the form of:

a) one-time entrance fee; every member joining the PCA after the creation of the PCA is obliged to pay a one-time entrance fee,

b) annual membership fee, payable within the due date stated on the invoice, which must be at least 30 days,

c) extraordinary contribution; The College can approve an extraordinary contribution during the financial year. The extraordinary contribution serves to financially cover the extraordinary activities of the PCA, which were not approved in the budget for the relevant year, but were approved additionally at the proposal of the Executive Committee. To fund such extraordinary activities, all members contribute a share as decided by the College. On the proposal of the Executive Committee, the College will decide on the extraordinary membership contribution by voting in accordance with Article VII (6) of these statutes,

(collectively referred to as "fees").

2) All fees are paid by the members to the current account of the PCA within 30 days from the delivery of the written request of the Chairman, unless otherwise stated in these statutes. The invitation to pay the one-time entrance fee will be sent by the Chairman within 30 days of the admission of the member. In the event that membership is established during the calendar year, the new member pays the fee for the given calendar year in an aliquot amount. In case of termination of membership, the annual membership fee already paid, or part of it, is not returned.

3) The amount of membership fees is governed by the approved annual budget of the PCA.

4) Upon termination of membership, the fee paid to the member is not refunded. If the fee has not been paid at the time of membership termination, although the due date has passed, the Chairman will ensure its recovery from the member whose membership in the PCA has terminated.

5) In case of non-payment of the relevant annual membership fee by the member by its due date, the member who is in arrears is obliged to pay the PCA interest on the delay in the amount for main refinancing operations announced by the ECB valid on the first day of the start of the delay increased by 10% p. a. If the annual membership fee is not paid by the member within 60 days from the due date, failure to fulfill this obligation is grounds for the member's expulsion from the PCA. During the duration of the member's delay in paying the relevant annual membership fee, the PCA is entitled not to provide the member with those services and benefits, the provision of which is connected with membership (e.g. to refuse access to the information that the PCA provides to its members through its intranet website, while after the additional payment of the membership fee, the member's access to such information will be restored).

Article XIV

Dealing with damages and losses

1) If the PCA causes damage to one of its members or another person (or if damage is caused to the PCA), all members participate in the compensation of the damage equally.

2) In the event that it is proven which member was at fault for the damage, the injured party shall claim compensation from that member in accordance with the relevant generally binding legal regulations.

3) To deal with damages, the College can create a commission for dealing with damages as its advisory body.

Article XV

PCA partners

1) The PCA may enter into a partnership with third parties for the purpose of fulfilling and financing the scope of its activities.

2) The PCA can assign the following statuses to its partners for a precisely defined period of time: Main Partner, Expert Partner, Partner, Project Partner and other types of Partnership. The maximum number of Main Partners in a defined time period is two. A member can become a Project Partner under the same conditions as other Partners.

3) Partnerships are concluded by the PCA exclusively for precisely defined periods of time and under conditions approved by the College. The approval of conditions for the Project Partner status and other types of Partnership is the responsibility of the Executive Committee or the Chairman. Partnerships are concluded by the PCA for the purpose of financing its activities or specific projects. A partnership without financial performance by the PCA Partner is inadmissible.

4) During the period of his partnership, the Main Partner is entitled to:

a) the right to actively participate in the activities of the PCA, in particular to cooperate in the educational activities of the PCA and in the development of payment cards in Slovakia,

b) advertising performance by the PCA, taking into account the amount of its financial performance, in particular: placement of the partner's logo at all events organized by the PCA, on the PCA website and other PCA materials,

c) the right to free presentation of its services and products at events organized by the PCA,

d) reciprocal access to the PCA statistical data,

e) the right to include the PCA logo together with the "PCA Main Partner" text on the partner's materials,

f) the right, in case of interest and under the conditions set by the College, to preferentially obtain the status of Main Partner in the following period as well.

5) During the period of his partnership, the Partner is entitled to:

a) the right to actively participate in the activities of the PCA, in particular to cooperate in the educational activities of the PCA and in the development of payment cards in Slovakia,

b) advertising performance by the PCA, taking into account the amount of its financial performance, in particular: placement of the partner's logo at all events organized by the PCA, on the PCA website and other PCA materials,

c) the right to present its products or services free of charge at events organized by the PCA – once per year,

d) reciprocal access to the PCA statistical data,

e) the right to include the PCA logo together with the text: "PCA Partner" on the partner's materials.

6) During the duration of the given project, the Project Partner is entitled to:

a) the right to actively participate in the activities of the PCA related to the given project, in particular to cooperate in the educational activities of the PCA and in the development of payment cards in Slovakia,

b) advertising performance by the PCA, taking into account the amount of its financial performance, in particular: presentation of the partner's logo during the duration of the project, especially in the presentation areas and on invitations, the right to free presentation of its products or services during the given project, if the nature of the given project allows it.

7) The Expert Partner has the same rights as the Project Partner.

Article XVI

PCA termination

1) The PCA is terminated by the decision of the College. If the PCA is terminated without a legal successor, the College simultaneously appoints a liquidator who will liquidate the PCA according to this Article of the statutes. The College may determine that the liquidator will be the Chairman, if the Chairman agrees. The liquidator is entitled to remuneration in the amount approved by the College. The College can appoint several liquidators and determine the manner of their action. The College is entitled to dismiss the liquidator at any time.

2) The liquidator is obliged to proceed with professional care in order to terminate and settle all existing legal relationships, claims and obligations of the PCA as quickly as possible. He will announce the entry into liquidation to all known creditors and debtors of the PCA. During the liquidation, the liquidator is authorized to act independently on behalf of the PCA to the extent necessary for the implementation and completion of the liquidation. The liquidator is responsible for the damage caused by breach of obligations to act in accordance with professional care, or by breach of legal regulations or decisions of the College.

3) The liquidator can resign from his position. He must do so in writing and deliver his resignation to the PCA. Resignation is effective on the day of the first meeting of the College following the delivery of the resignation. If the College does not convene within 15 days after the resignation was delivered to the PCA, the position shall expire upon the expiration of this period.

4) In the event that the liquidator is dismissed during the liquidation, or the function of the liquidator ceases for another reason, the College will appoint a new liquidator.

5) After the end of the liquidation, the liquidator convenes the College, to which he submits a report on the progress of the liquidation and a proposal for the distribution of the liquidation balance. In the event that the liquidator does not complete the liquidation within 45 days from the entry of the PCA into liquidation, he is obliged to immediately convene the College and inform it of the reasons for which the liquidation could not be completed within the above-mentioned period.

6) The liquidation balance will be distributed among the PCA members in the ratio of the amount of fees paid by the member since joining the PCA to the sum of the fees paid by all members since the establishment of the PCA.

7) In the event that the College approves the liquidator's report, the liquidator will pay the positive liquidation balance to PCA members in terms of their shares according to paragraph 6 of this Article of the statutes and subsequently submits a proposal to delete the PCA from the register of associations.

8) The PCA ceases to exist on the day it is deleted from the register of associations.

Article XVII

Final provisions

1) The term "Confidential information" found in these statutes refers mainly to information that is the subject of bank secrecy in accordance with Act no. 483/2001 Coll. On Banks and on amendments and supplements to certain laws, further which are the subject of personal data protection in accordance with Act no. 18/2018 Coll. on personal data protection and amending and supplementing certain Acts, all contracts, financial and accounting information, information on assets, receivables and liabilities, information on software, evaluation studies and reports, trade secrets, know-how, business strategies and plans, information regarding the PCA and its members.

2) These statutes become valid and effective on the day of their approval by the College.

3) Each PCA member will receive one copy of the statutes.

4) The members of the PCA agreed that the provisions of Act no. 160/2015 Coll. on Civil procedure apply in full to the delivery of documents related to these statutes. For the purposes of these statutes, documents sent by registered mail are considered to have been delivered even after the last day of the storage period for registered mail sent to the address of the party’s registered office listed in the relevant register.

5) These statutes in their entirety replace the PCA Statutes of June 20, 2011.

For the correctness of the preparation of the full text of the statutes after the changes adopted at the meeting of the PCA College held on December 15, 2021.

Peter Géc,
Vice-Chairman of the PCA

Note: The statutes in the English language are only informative, the statutes in the Slovak language are legally binding.