Alior Bank S.A.

Governance Information • Mar 8, 2024

POLICY OF SELECTION AND SUITABILITY ASSESSMENT OF SUPERVISORY BOARD MEMBERS OF ALIOR BANK S.A.

To assess whether the Supervisory Board members address the requirements referred to in Article 22aa of the Banking Law Act, this Policy of Selection and Suitability Assessment of Supervisory Board Members of Alior Bank S.A. has been put into place.

§ 1.

DEFINITIONS

Whenever the following terms or abbreviations are used in this Policy, they should be construed as follows:

Shareholder	A shareholder of the Bank proposing a candidate for a member of the Supervisory Board before or during the General Meeting
Bank	Alior Bank Spółka Akcyjna with its registered office in Warsaw
CRR	Regulation No. 575/2013 of the European Parliament and of the Council (EU) of 26 June 2013 on prudential requirements for credit institutions and investment firms, amending Regulation (EU) No. 648/2012
Best Practice	Code of Best Practice for WSE Listed Companies (adopted by a resolution of the Stock Exchange Council)
PFSA	Polish Financial Supervision Authority
Audit Committee	Audit Committee of the Supervisory Board of the Bank
Nomination Committee	Nomination and Remuneration Committee of the Supervisory Board of the Bank
Expert Unit	a person or organisational unit of the Bank responsible for the HR substantive area appointed by the Nomination Committee
Methodology	Methodology of suitability assessment of the members of bodies of entities supervised by the PFSA
Policy	this "Policy of Selection and Assessment of Supervisory Board Members of Alior Bank S.A."
Banking Law Act	the Banking Law Act of 29 August 1997
Supervisory Board	Supervisory Board of the Bank
Recommendation Z	Recommendation Z on the principles of internal governance in banks, issued by the PFSA
Regulation concerning the scope of tasks to be	Regulation of the Minister of Finance of 7 May 2018 concerning the detailed scope of tasks to be performed by the nomination committee at major banks

performed by the nomination committee

Act on Expert Auditors	the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Supervision
Act on Trading	the Act of 29 July 2005 on Trading in Financial Instruments
Act on the Rules for Obtaining Information About the Criminal Record	the Act of 12 April 2018 on the Rules for Obtaining Information About the Criminal Record of persons applying for employment and persons working in the financial sector
Act on the Principles of Property Management	the Act of 16 December 2016 on the Principles of State Property Management
General Meeting	General Meeting of the Bank
Guidelines	Guidelines of the European Securities and Markets Authority and of the European Banking Authority of 21 March 2018 regarding suitability assessment of management body members and key function holders
Management Board	Management Board of the Bank
PCG	Principles of Corporate Governance for supervised institutions adopted under the Resolution of the Polish Financial Supervision Authority of 22 July 2014

§ 2.

LEGAL BASIS

• 1. This Policy has been adopted under:
  2. 1) Article 22 section 2 and 3 and Article 22a section 1 and 2 in conjunction with Article 22aa of the Banking Law Act,
  3. 2) Article 9cd.5 of the Banking Law Act in conjunction with § 1 of the Regulation concerning the scope of tasks to be performed by the nomination committee,
  4. 3) Article 9ce of the Banking Law Act,
  5. 4) Article 111 section 6 to 6e of the Act on Trading,
  6. 5) Article 129 section 3 of the Act on Statutory Auditors,
  7. 6) Article 22 of the Act on the Principles of Property Management,
  8. 7) The Act on the Rules for Obtaining Information about the Criminal Record.
• 1. This Policy has been adopted with concern to the Guidelines, Methodology and Best Practice.
• 1. If any provisions of this Policy prove to be inconsistent with generally binding provisions of law, relevant provisions of law should be applied when selecting and assessing members Supervisory Board.

§ 3. OBJECTIVES, GENERAL AND DETAILED SCOPE

• 1. This Policy has been put into place in the Bank to exercise the obligations stemming from the binding law as well as to support the pursuit of the Bank's strategy by ensuring that the functions of the Supervisory Board members are performed by persons featured with knowledge, skills and experience that are suitable to their functions and entrusted duties, guaranteeing the proper performance of these duties.
• 1. The rules set out in this Policy shall apply to members of the Supervisory Board of the Bank.
• 1. Each and every person participating in the selection and suitability assessment of Supervisory Board members must apply the provisions of this Policy.
• 1. This Policy sets forth the rules for the selection and suitability assessment of Supervisory Board members within the meaning of Article 22aa of the Banking Law Act, and of the Guidelines and Methodology.

§ 4. SELECTION AND ASSESSMENT PROCESS

• 1. The process of selection and suitability assessment of the members of the Supervisory Board shall be based on applicable laws, the provisions of the Bank's Articles of Association, the Rules and Regulations of the Supervisory Board of the Bank, and the Rules and Regulations of the General Meeting.
• 1. Supervisory Board members are selected from a sufficiently wide group of candidates.
• 1. Nominations for Supervisory Board members should be put forward in a sufficient time as to enable the shareholders participating in the General Meeting to make decisions with due consideration, yet not later than 3 days before the General Meeting. The nominations put forwards, along with a complete set of materials relating to them, should be immediately published on the Bank's website.
• 1. The process of selection and suitability assessment of Supervisory Board members takes into account the nature, scale and complexity of the Bank's activities. When establishing the composition of the Supervisory Board, including the number of members of the body and the number of independent members of the Supervisory Board, the Bank takes into account, in particular:
  2. a) the size and complexity of the Bank's organisational structure, including the range of management,
  3. b) the specificity of the Bank's operations, including the scope of activities, specialisation, legal form, sources of financing,
  4. c) business plans of the Bank,
  5. d) the position and importance of the Bank in the banking system,
  6. e) shareholding composition.
• 1. The composition of the Supervisory Board should ensure that this body is featured with the competencies related to the performance of functions, resulting from the specialist knowledge and experience of individual members.
• 1. Selection and assessment of Supervisory Board members are held under the suitability assessment.

• Selection and assessment of Supervisory Board members are held taking into account the diversity policy adopted by the Bank, referred to in § 14 of this Policy.

§ 5.

SUBJECT MATTER OF THE ASSESSMENT

The subject matter of the assessment is:

• 1. The suitability of a Supervisory Board member to hold a function within this body, construed as a degree to which this person is considered to have an untarnished reputation and an adequate level of knowledge (higher education is the minimum), skills and experience (the necessary minimum is 60 months, including a minimum of 36 months in managerial positions), enabling the performance of duties of a Supervisory Board member. Suitability also includes integrity, ethics and independence of judgements of this person and the ability to devote sufficient time to perform their duties,
• 1. Collective suitability of the Audit Committee as a whole,
• 1. Collective suitability of the Supervisory Board as the whole body.

§ 6.

GROUNDS FOR THE ASSESSMENT

• 1. To ensure the individual suitability of Supervisory Board members, the Bank assesses the primary and secondary suitability of each Supervisory Board member.
• 1. In order to ensure the individual suitability of the members of the Supervisory Board, the Shareholder and the General Meeting shall make an initial assessment of the individual suitability of the candidate for Supervisory Board member prior to his/her appointment.
• 1. The Nomination Committee and the Supervisory Board assess the individual suitability of a candidate for membership of the Audit Committee prior to his or her appointment, in terms of meeting the specific criteria required of Audit Committee members, as set out in the relevant legislation and the Bank's internal regulations.
• 1. The chairperson of the Supervisory Board should not combine their function with the management of the Audit Committee acting within the Board.
• 1. The Bank carries out a secondary individual suitability assessment of the members of the Supervisory Board in the following situations:
  2. 1) annually,
  3. 2) before communicating an intention to acquire a qualifying block of shares of a supervised entity or to become its parent entity (in the event of planned changes in the composition of the bodies),
  4. 3) as part of inspection/review of the PCG,
  5. 4) before the end of term of office of the Supervisory Board (regardless of whether there are plans to re-appoint a given person to another term),
• 5) in the event of receipt of information that a member of the Supervisory Board has been charged in criminal proceedings or in proceedings for a fiscal offence or that a member of the Supervisory Board has caused significant property damage,
• 6) in the event of new circumstances which may affect suitability assessment, in particular, with regard to identified cases of a potential conflict of interests or identification of shortcomings in the primary assessment process of the Supervisory Board member concerned,
• 7) if a given person is entrusted with additional competences/takes up additional roles (the assessment of time commitment and of conflicts of interests),
• 8) if there are regular or gross cases of negative secondary individual or collective assessment of the members of the Management Board – in terms of guarantee of the Supervisory Board members in the context of appointing or keeping such persons in the Management Board,
• 9) if there are significant breaches of the duties of the Supervisory Board members.
• 1. The Bank assesses the collective suitability of the Supervisory Board each time:
  2. 1) before appointing the composition of a Bank's body to a new term of office (regardless of whether the composition of that body is the same or not),
  3. 2) before communicating an intention to acquire a qualifying block of shares of a supervised entity or to become its parent entity (in the event of planned changes in the composition of the bodies),
  4. 3) in the event of a change in the division of competences in the Supervisory Board (including in terms of participation of its members in the Bank's committees),
  5. 4) before any changes are made to the composition of the Bank's Supervisory Board, in particular the appointment, dismissal, resignation or suspension of its member (or immediately thereafter if, for reasons beyond the Bank's control, it has not been possible to carry out a suitability assessment in advance - e.g. if a member of the Supervisory Board resigns with immediate effect),
  6. 5) when there is a material change to the Bank's business model, risk appetite or strategy or structure at the individual level or at the Alior Bank Group level,
  7. 6) in the event of new circumstances which may affect the assessment of collective suitability of the members of the Supervisory Board,
  8. 7) as part of inspection/review of the PCG,
  9. 8) in the event of a material change in the assessment of the suitability of individual members of the Supervisory Board,
  10. 9) at the time of appointment and any change in the composition of the Audit Committee, in terms of whether an adequate number of its members meet the criteria of independence as well as knowledge and skills in the field of accounting or auditing (i.e. compliance with the rules on the appointment and composition of the Audit Committee),
  11. 10) each time a Supervisory Board is entrusted in gremio with the function of an Audit Committee – to verify whether the relevant number of its members meet the independence criteria and have knowledge and skills in accounting and examination of financial statements.
• 1. If there is more than one premise of the suitability assessment referred to in this paragraph at the same time, the suitability assessment may be carried out once.

§ 7. ASSESSMENT CRITERIA

• 1. The basic criteria for assessing suitability include:
  2. 1) knowledge level, including education, training, titles and qualifications/degrees, in particular:
     • a) to have obtained higher education,
     • b) expected directional education (field of study related to the financial services sector, in particular in the field of banking and finance, economics, law, accounting, auditing, administration, financial regulations, information technology, and quantitative methods),
  3. 2) skills necessary to perform the function assigned,
  4. 3) professional experience, including performing a managerial or supervisory function in the past, and specialisation in relevant areas for the Bank's operations, including in particular:
     • a) at least 60 months of professional experience,
     • b) at least 36 months of experience in managerial positions,
  5. 4) reputation, integrity and ethics, independence of judgement and absence of a conflict of interest,
  6. 5) devoting enough time to perform the duties of a Supervisory Board member,
  7. 6) knowledge of the Polish language,
  8. 7) a clean criminal record, reputation and financial standing,
  9. 8) other relevant criteria for the Supervisory Board's operations as the body, including activities in the Bank's interest.
• 1. Suitability is also assessed in terms of the number of functions that a member of the Supervisory Board may perform simultaneously, in accordance with Article 22aa sections 2 to 6 of the Banking Law Act, according to which:
  2. 1) the number of functions of a management board or Supervisory Board member performed simultaneously by a Supervisory Board member should depend on individual circumstances and the nature, scale, and degree of complexity of the Bank's operations;
  3. 2) a Supervisory Board member may perform simultaneously no more than one function of a management board member and two functions of a supervisory board member, or four functions of a supervisory board member, provided that the above limitation does not apply to functions performed by a Supervisory Board member in non-business entities economic, as well as to persons representing the State Treasury in the Supervisory Board,
  4. 3) one function shall be regarded as:
     • a) functions of a management board or supervisory board member performed in entities belonging to the same capital group within the meaning of Article 3.1.44 of the Accounting Act of 29 September 1994;
     • b) functions of a member of the Supervisory Board performed in:
• i. entities covered by the same institutional protection system that meet the conditions referred to in Article 113.7 of the CRR, or
• ii. entities in which the Bank holds a significant block of shares referred to in Article 4.1.36 of the CRR.
• 1. When assessing a Supervisory Board member's suitability, the fulfilment of the requirements referred to in Article 111 section 6b of the Act on Trading are also taken into account, pursuant to which members of supervisory board of a bank conducting brokerage activities may not be persons found guilty of a fiscal offence, offences against the credibility of documents, property, business transactions, trading in money and securities, crimes or offences specified in Article 305, Article 307 or Article 308 of the Act of 30 June 2000 – Industrial Property Law, or the offence specified in the acts referred to in Article 1 section 2 of the Act of 21 July 2006 on Financial Market Supervision, and an offence constituting an infringement of equivalent regulations in force in other Member States.
• 1. When assessing Supervisory Board members' suitability, the requirement of meeting the independence criteria is taken into account by at least two Supervisory Board members, pursuant to § 18 section 4 of the Bank's Articles of Association in conjunction with Article 129 section 3 of the Act on Statutory Auditors.

§ 8.

PRIMARY ASSESSMENT OF THE SUITABILITY OF A CANDIDATE FOR A SUPERVISORY BOARD MEMBER

• 1. The primary suitability of candidates to the Supervisory Board of the Bank is assessed by the Shareholder.
• 1. The level of competence expected of a member of the Supervisory Board is set out in Appendix 1.
• 1. The assessment of suitability should be carried out by the candidate completing the forms in the first instance and then by the Shareholder - according to the current summary from the PFSA Methodology, which are made available to Shareholders together with the materials for the General Meeting.
• 1. Candidacy for the Supervisory Board is presented in accordance with the provisions of the Rules and Regulations of the General Meeting. When proposing a candidacy for a Supervisory Board member, a participant in the General Meeting should present the suitability assessment result together with the candidate's CV, including, in particular, the candidate's education and previous professional experience.
• 1. The participant in the General Meeting proposing a candidacy for a Supervisory Board member should provide an exhausting justification. In preparing the justification, the participant of the General Meeting shall assess the individual suitability of the candidate, taking into account the provisions of Article 22 section 2 in connection with Article 22aa of the Banking Law Act, on the basis of the forms referred to in section 3 above made available by the Bank.
• 1. The participant of the General Meeting presenting the candidacy shall provide the Bank with the completed forms referred to in section 3 above.
• 1. The primary assessment of individual suitability is approved by the General Meeting in the form of a resolution.

• The Expert Unit communicates the final outcome of the initial assessment of the individual suitability of the Supervisory Board candidate to the Supervisory Board.

§ 9.

SECONDARY ASSESSMENT OF THE INDIVIDUAL SUITABILITY OF A MEMBER OF THE SUPERVISORY BOARD

• 1. In the cases specified in § 6 section 5, the Nomination Committee decides to initiate the secondary assessment of the individual suitability of a Supervisory Board member and requests the Expert Unit to carry out the necessary actions in this regard.
• 1. The Expert Unit, taking into account:
  2. 1) an event leading to the need for a secondary assessment of individual suitability,
  3. 2) documentation of the prior assessment of the individual suitability of the member Supervisory Board
  4. determines to what extent a secondary assessment of individual suitability should be carried out.
• 1. In principle, the secondary assessment of individual suitability covers the full range of criteria. However, if the need to carry out an assessment arises from:
  2. 1) receipt of information that a member of the Supervisory Board has been charged in criminal proceedings or in proceedings for a fiscal offence or has caused significant property damage,
  3. 2) new circumstances coming to light that may affect the assessment of the suitability of a member of the Supervisory Board, in particular with regard to identified cases of potential conflict of interest

• the assessment of suitability may be limited to clarifying the aforementioned circumstances.

• 1. The Expert Unit, taking into account the scope of the individual suitability assessment established in the previous exercise, prepares a list of information and statements to be provided by the Supervisory Board member. The Expert Unit selects the questionnaires suitable for completion according to the current list for the Methodology - published on the PFSA website.
• 1. A Supervisory Board member prepares the information and statements indicated on the list provided by the Expert Unit. The Supervisory Board member shall attach the documents indicated in the questionnaires to confirm the veracity of the information contained therein. A Supervisory Board member is obliged to present information on individual suitability assessment criteria, as long as it has not changed, has not been updated or outdated since the previous assessment. If the information from the previous suitability assessment is still valid, a Supervisory Board member may make a statement in this regard. With regard to the assessment of warranty (including a clean criminal record) and devoting sufficient time to the performance of his or her duties, a member of the Supervisory Board is required to provide complete information in each case, unless such information has been provided within the last 12 months.
• 1. The Expert Unit verifies whether the documents referred to in section 5 above have been completed and contain all the necessary information, including the identification of deficiencies requiring revision or completion, and forwards the documents to the member of the Supervisory Board for revision/completion.
• 1. The Expert Unit performs an initial assessment of the documents and information submitted by the Supervisory Board member referred to in section 5 or revised/completed in accordance with

section 6 above. The Expert Unit shall document the suitability assessment process by completing the sections in the questionnaires reserved for completion by the Bank. Afterwards, the Expert Unit provides the documentation to the Nomination Committee.

• 1. The Nomination Committee carries out a secondary assessment of individual suitability on the basis of the available information held on the Supervisory Board member concerned which is relevant to the assessment. A member of the Nomination Committee is not involved in their own secondary individual suitability assessment process.
• 1. In carrying out the secondary assessment of individual suitability, the Nomination Committee may be assisted by an external advisor.
• 1. The Nomination Committee prepares a recommendation on the secondary assessment of the individual suitability of the Supervisory Board member. If the outcome of the assessment is positive, the Nomination Committee recommends a positive assessment of the Supervisory Board member's suitability and that the member's function as a member of the Supervisory Board be retained. In the event that the suitability assessment results in objections against a member of the Supervisory Board that can be remedied through corrective measures, the Nomination Committee may recommend such corrective measures. If the results of the suitability assessment are negative, the Nomination Committee shall recommend that an Extraordinary General Meeting be convened to remove the Supervisory Board member from office. The Nomination Committee communicates its recommendation to the Supervisory Board and the General Meeting.
• 1. The Supervisory Board shall report to the PFSA on the suitability assessment carried out, its results and the decision taken.

§ 10.

COLLECTIVE SUITABILITY ASSESSMENT OF THE SUPERVISORY BOARD

• 1. In the cases specified in § 6.6, the Nomination Committee decides to initiate the assessment of the collective suitability of the Supervisory Board and requests the Expert Unit to carry out the necessary actions in this regard.
• 1. The Expert Unit verifies the validity of the individual suitability assessments of the Supervisory Board members to the extent necessary to carry out the collective suitability assessment (i.e. in terms of competence). If it is determined that at least part of the information necessary to carry out the collective suitability assessment of the Supervisory Board is not available or has become outdated, the Expert Unit proceeds to complete the missing information. If this is not the case, the Expert Unit proceeds with the primary assessment of the collective suitability of the Supervisory Board.
• 1. If the collective suitability assessment of the Supervisory Board results from changes in the composition of the Audit Committee, the Expert Unit obtains the candidate assessment form from the Audit Committee members or from candidates to the Audit Committee – according to the current statement of the PFSA Methodology.
• 1. The Expert Unit performs an initial assessment of the collective suitability of the Supervisory Board and the Audit Committee (if necessary) and documents the assessment process by completing the form for the assessment of the collective suitability of the Supervisory Board and, in the case of the assessment of the Audit Committee, the form for the collective suitability of the Audit Committee (both according to the current summary of the PFSA Methodology).

The Expert Unit then forwards the documentation referred to above to the Nomination Committee.

• 1. The Nomination Committee prepares a recommendation for the Supervisory Board regarding the collective assessment of the Supervisory Board. If the assessment result is positive, the Nomination Committee issues a positive collective suitability assessment of the Supervisory Board in its current composition. If the outcome of the assessment is negative, the Nomination Committee recommends remedial measures including, in particular: adjusting the division of responsibilities among the members of the Supervisory Board, convening an Extraordinary General Meeting to complete the composition of the Supervisory Board, taking possible measures to minimise conflicts of interest or organising training for the Supervisory Board or individual members of the Supervisory Board to ensure the individual and collective suitability of this body. The Nomination Committee communicates its recommendation to the Supervisory Board.
• 1. The Supervisory Board carries out the collective assessment of the suitability Supervisory Board in the form of a resolution. If a vote takes place contrary to the recommendation of the Nomination Committee, the Supervisory Board should present in writing or in the form of minutes a justification of such action. The assessment result may also include recommendations concerning remedial measures that should be taken in order to remove the reservations or irregularities found. In the event of a negative collective suitability assessment, the inclusion of such a recommendation is mandatory. The Supervisory Board shall document the process of the collective suitability assessment and its outcome.
• 1. At least once a year, the General Meeting approves the collective suitability assessment of the Supervisory Board according to the information as at the end of the financial year.
• 1. The Supervisory Board shall provide the PFSA with information on the outcome of the collective suitability assessment and, in the event of a negative assessment, also with information on the recommended remedial measures.
• 1. If, as a result of the assessment of the collective suitability of the Supervisory Board, recommendations for remedial measures have been formulated, the Supervisory Board shall immediately take and document actions to implement them.

§ 11.

PROCESS OF PRIMARY INDIVIDUAL SUITABILITY ASSESSMENT OF A CANDIDATE FOR MEMBERSHIP OF THE AUDIT COMMITTEE

• 1. The candidate for membership of the Audit Committee completes the Individual Suitability Assessment Form - according to the current summary for the PFSA Methodology and submits it to the Expert Unit.
• 1. The Expert Unit verifies the documents received and, if necessary, requests the candidate to supplement these documents and makes an initial assessment of them.
• 1. The primary assessment of the suitability of candidates for the Audit Committee is carried out by the Nomination Committee.

§ 12. SECONDARY INDIVIDUAL SUITABILITY ASSESSMENT OF A MEMBER OF THE AUDIT COMMITTEE

• 1. In the cases referred to in § 6 section 6 point 6), point 8) or point 9), the Nomination Committee decides to initiate the process of secondary assessment of the individual suitability of a member of the Audit Committee of the Supervisory Board and requests the Expert Unit to carry out the necessary activities in this respect.
• 1. The Expert Unit, taking into account:
  2. 1) an event leading to the need for a secondary assessment of individual suitability of a member of the Audit Committee,
  3. 2) documentation of the prior assessment of the individual suitability of the member Audit Committee

• determines to what extent a secondary assessment should be carried out.

• 1. The Expert Unit, taking into account the scope of the assessment of the individual suitability of the Audit Committee member established in the previous activity, prepares a list of information and statements to be provided by the Audit Committee member. The Expert Unit selects the questionnaires appropriate to be completed according to the current list for the PFSA Methodology.
• 1. The Member of the Audit Committee prepares the information and statements indicated on the list provided by the Expert Unit. A member of the Audit Committee shall attach the documents indicated in the questionnaires confirming the accuracy of the information contained in the documents.
• 1. The Expert Unit shall verify whether the documents referred to in section 5 above have been correctly filled in and contain all the necessary information, including the identification of deficiencies requiring revision or completion and shall forward the documents to the Audit Committee member for revision/completion.
• 1. The Expert Unit shall make a preliminary assessment of the documents and information submitted or completed/revised by a member of the Audit Committee in accordance with section 5 or section 6 above, as appropriate. The Expert Unit shall document the assessment process by completing the sections in the questionnaires reserved for completion by the Bank. Afterwards, the Expert Unit provides the documentation to the Nomination Committee.
• 1. The Nomination Committee carries out a secondary assessment of individual suitability based on the available information held on the Audit Committee member - relevant to the assessment. A member of the Nomination Committee is not involved in their own secondary individual suitability assessment process.
• 1. In carrying out the secondary assessment of individual suitability, the Nomination Committee may be assisted by an external adviser.
• 1. The Nomination Committee prepares a recommendation on the secondary assessment of the individual suitability of an Audit Committee member. If the outcome of the assessment is positive, the Nomination Committee recommends a positive assessment of the suitability of the Audit Committee member and that he/she remain on the Committee. In the event that the suitability assessment results in objections against an Audit Committee member that can be remedied through corrective measures, the Nomination Committee may recommend such

measures. In the event of a negative secondary assessment of the individual suitability of an Audit Committee member, the Nomination Committee shall recommend changes to the composition of the Audit Committee. The Nomination Committee communicates its recommendation to the Supervisory Board.

1. The Supervisory Board shall provide the PFSA with information on the outcome of the secondary assessment of the individual suitability of an Audit Committee member and, in the event of a negative assessment, also information on the recommended remedial action.

§ 13.

ASSESSMENT OF THE COLLECTIVE SUITABILITY OF THE AUDIT COMMITTEE

• 1. Each and every time the composition of the Audit Committee changes, the Nomination Committee decides to initiate the assessment of the collective suitability of the Audit Committee and requests the Expert Unit to carry out the necessary actions in this regard.
• 1. The Expert Unit verifies the validity of the individual suitability assessments of the Audit Committee members to the extent necessary to carry out the collective suitability assessment (i.e. in terms of competence). If it is found that at least part of the information necessary to carry out the collective suitability assessment of the Audit Committee is not available or has become outdated, the Expert Unit proceeds to complete the missing information. If this is not the case, the Expert Unit proceeds with the primary assessment of the collective suitability of the Audit Committee.
• 1. If the assessment of collective suitability is due to changes in the composition of the Audit Committee, the Expert Unit requests a candidate assessment form from the candidates to the Audit Committee – according to the current summary of the PFSA Methodology.
• 1. The Expert Unit makes a preliminary assessment of the collective suitability of the Audit Committee and documents the assessment process by completing the Audit Committee collective suitability form - according to the current summary of the PFSA Methodology. Afterwards, the Expert Unit provides the documentation to the Nomination Committee.
• 1. The Nomination Committee prepares a recommendation for the Supervisory Board regarding the collective assessment of the Audit Committee. If the assessment result is positive, the Nomination Committee issues a positive collective suitability assessment of the Audit Committee in its current composition. In the event that the result of the collective suitability assessment is negative, the Nomination Committee recommends a change in the composition of the Audit Committee. The Nomination Committee communicates its recommendation to the Supervisory Board.
• 1. The Supervisory Board carries out the collective assessment of the suitability of the Audit Committee in the form of a resolution.

§ 14. DIVERSITY POLICY

• 1. The Diversity Policy shall define the goals and criteria of diversity, including but not limited to, in such areas AS gender, field of education, specialist knowledge, age and professional experience, as well as shall indicate the date and method of how the achievement of these goals should be monitored. When assessing candidates for the Supervisory Board, the Bank takes into account a wide set of features and competences required to be a member of the Supervisory Board.
• 1. The Bank endeavours to ensure diversity of the Supervisory Board, in particular, in the scope of education and professional experience, gender and age of members of the Supervisory Board, and to the extent ensuring a broad spectrum of views of the supervisory body.
• 1. In selecting the composition of the Supervisory Board, the Bank aims to achieve a balance in gender representation on this body, taking into account a minimum gender minority of 30%.
• 1. When assessing the diversity of members of the Supervisory Board in terms of their education and professional experience, criteria such as: place (country, region) in which education or professional experience is obtained, education profile, university degree, specialisation in a specific field, type of entities in which the candidate has held the function or has been employed and employment time may be taken into consideration.
• 1. The Bank recruits members of the Supervisory Board having regard in the first place to the criteria set out in Section 4 above, necessary for the proper functioning and suitability of the Supervisory Board as a whole.
• 1. Shaping the composition of the Supervisory Board should not take place with the sole aim of increasing diversity at the expense of the functioning and suitability of the Supervisory Board as a whole or the suitability of individual members.

§ 15. INFORMATION AND DOCUMENTATION OBLIGATIONS

• 1. In order to document the suitability assessment process, the HR Division archives documentation on the assessment process, including questionnaires and assessment results.
• 1. Immediately after the appointment of the Supervisory Board or a change in its composition, the Bank shall provide the PFSA with information on the composition of the Supervisory Board or a change in its composition, respectively, together with information on whether the members of the Supervisory Board concerned by the information meet the suitability requirements set out in Article 22aa of the Banking Law Act.
• 1. The Bank announces, in a publicly available manner, information that members of the Supervisory Board meet the suitability requirements specified in Article 22aa of the Banking Law Act.

§ 16. PRINCIPLES OF DEVELOPMENT AND TRAINING

1. The rules for the development of Supervisory Board members are set out in a separate regulation adopted by the Bank: "Development Policy for Members of the Management Board and Supervisory Board of Alior Bank S.A."

2. The development activities set out in the regulation referred to in section 1 above shall be coordinated by the HR Division.

§ 17. PRINCIPLES OF AMENDMENTS AND REVIEWS

• 1. Controls and independent monitoring of their compliance are regulated by the Instruction issued by the Managing Director of the HR Division.
• 1. The Nomination Committee monitors the effectiveness of the Bank's application of this Policy, including to the extent indicated in the Diversity Policy described in §14, and reviews its content and implementation.

Attachment to the Policy of Selection and Suitability Assessment of Supervisory Board Members

COMPETENCIES OF A CANDIDATE FOR A SUPERVISORY BOARD MEMBER

If marked with (*) – high level it expected from at least 3 members of the Supervisory Board as part of the collective suitability assessment

If marked with (**) – high level it expected from at least 2 members of the Supervisory Board as part of the collective suitability assessment

Expected competencies related to the management of the managed entity	Level required by the entity (individual assessment)
Market knowledge Candidate has a general knowledge of the financial market, with particular focus on the sector in which the entity under supervision operates and with particular focus on the knowledge of the Polish market.	average*
Knowledge of legal requirements and regulatory frameworks Candidate has knowledge of regulations, recommendations issued by supervisory authorities and codes of best practice regulating activities in the financial market sector in which the entity under supervision operates.	average*
Strategic planning (management skills) Candidate understands the operating strategy/business plan of the institution and knows how to implement them.	average*
Knowledge of the management system, including risk management Candidate understands the methodology of risk management – identifying, assessing, monitoring, controlling and mitigating the main types of risk connected with the institution.	average*
Accounting and financial audit Candidate has up-to-date knowledge on accounting, accounting standards and financial audit.	average*
Supervision, control and internal audit Candidate understands the rules and standards applicable to the functioning of the audit and internal control system.	average*
Interpretation of financial information (skills in the area of finance and accounting) Candidate can interpret financial and accounting data, analyse presented data and draw conclusions necessary for management purposes within the entity while taking into account the market situation.	average*
Possession of skills in the field of insurance A member of the body is able to interpret insurance information; he/she is able, on the basis of the information presented, to carry out the analysis and draw the conclusions necessary for the management of the entity while taking into account the market situation.	basic
Possession of skills in the field of actuarial function A member of the body understands the importance and role of the actuarial function in the entity; he/she is able to carry out data analysis and interpret information taking into account the entity's strategy and the market situation.	basic
Knowledge of the Polish language Candidate has a proven knowledge of the Polish language, effectively communicates with employees in Polish (both with regard to day-to-day and industry-related issues), understands topics addressed during the body's meetings; candidate can use the Polish	high

language in presentations and speeches given during conferences, workshops or key meetings.
Expected competencies related to risk management in the activities of the managed entity	Level required by the entity (individual assessment)
Business model risk business and strategic risk	average**
Risk in the area of credit risk credit risk, concentration risk, collective borrower default risk, counterparty risk, settlement/delivery risk, risk of foreign currency lending	basic**
Risk in the area of market risk position risk, currency risk, commodity price risk, credit valuation adjustment risk, interest rate risk.	basic**
Risk in the area of operational risk business risk, IT risk, legal risk, model risk, AML risk;	average**
Risk in the area of liquidity and financing liquidity risk, market liquidity risk, intraday liquidity risk, liquidity concentration risk, financing risk	basic**
Risk in the area of capital management excessive financial leverage risk, insolvency risk	basic**
Management risks non-compliance and reputation risks	average**
Risk in the area of systemic risk systemic and exposure risk	basic**

Expected competencies related to the management of main areas of operations of the managed entity	Level required by the entity (individual assessment)
Retail banking	average*
Corporate banking	average*
Risk management	basic*
Finance	average*
Operations	basic**
IT	basic**
Strategy	average*
HR	basic*
Legal / regulations / audit / safety	average*
Expected personal competencies	Level required by the entity (individual assessment)
Authenticity
Candidate's words and actions are consistent and their behaviour is consistent with the reported values and beliefs. Candidate openly states their intentions, ideas and opinions,	meets the criteria

encourages their environment to be open and honest, and properly informs their supervisor about the actual situation, thus recognising existing risks and problems.
Language
Candidate can communicate verbally in an organised and conventional manner and write in the native language or language used at work in the place where the institution is located.	high
Decisiveness
Candidate makes decisions in a timely manner based on available information, acting quickly and in accordance with the specified procedure, for example by expressing their views and not postponing the decision.	meets the criteria
Communication
Candidate can communicate a message in a clear and socially acceptable way and in appropriate form. Candidate focuses on communicating and obtaining clear and transparent information as well as encourages to actively provide feedback.	high
Judgement
Candidate can accurately evaluate information and various modes of procedures as well as reach logical conclusions. Candidate verifies, recognises and understands important issues. Candidate has the ability to holistically assess the situation beyond the perspective of the position held, especially when solving problems that may threaten the continued operation of an enterprise.	high
Customer care and high standards
Candidate focuses on ensuring high standards and, where possible, finding ways to raise them. In particular: Candidate refuses to approve the development and marketing of products and services as well as to bear capital expenditures in circumstances when they are not able to appropriately measure risk due to the lack of understanding the structure, rules or basic assumptions of the proposed solution. Candidate identifies and examines the expectations and needs of customers as well as ensures the communication of accurate, complete and clear information to customers. Candidate takes into consideration, in particular, the value of a product for the customer as well as the adequacy and suitability of a product.	high
Leadership skills
Candidate indicates lines of action and ensures leadership, supports teamwork, motivates employees and ensures they have the professional competencies necessary for the performed functions or necessary to achieve set goals. It is open to criticism and ensures a constructive debate.	average*
Loyalty
Candidate identifies with the organisation and shows commitment. Candidate shows that they are willing to devote a sufficient amount of time to work and is able to appropriately perform their duties, defends the organisation's interests and operates in an objective and critical way. Candidate identifies and foresees potential conflicts of interests.	meets the criteria
External awareness
Candidate continuously monitors the status of the organisation, its internal power structure and adopted methods of operation. Candidate has good awareness regarding the domestic and global economic situation (including financial, economic and social development) that may have an impact on the organisation and interests of individual entities. At the same time, Candidate can effectively use this information.	high
Negotiations
Candidate identifies and discloses interests in a way intended to reach a consensus in the pursuit of negotiating objectives.	average*

Persuasion
Candidate can influence the opinions of others, using their gift of persuasion and natural authority and tact. Candidate has a strong personality and ability to remain unyielding.	high
Teamwork
Candidate is aware of the group interest and contributes to achieving the common objective; Candidate can function as part of the group.	high
Strategic skills
Candidate can create and develop realistic plans and strategies related to future development (including by using scenario analysis), which translates into the ability to set long-term goals. Candidate appropriately takes into consideration risk to which the organisation is exposed and takes appropriate steps to manage this risk.	average*
Resistance to stress
Candidate is resistant to stress and can act logically, even under strong pressure and in moments of uncertainty.	high
Sense of responsibility
Candidate understands internal and external conditions and motivations, carefully assesses them and takes them into consideration. Candidate can draw conclusions and is aware that their actions affect the interests of interested parties.	meets the criteria
Chairing meetings
Candidate can effectively and efficiently chair meetings, creating an atmosphere of openness and encouraging everyone to participate on equal terms; Candidate is task oriented and aware of the responsibilities of others.	high
Ability to ask the right questions to members of managing bodies of the
entity under supervision	high
Candidate has the ability to address problematic issues with members of managing bodies of the entity under supervision