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BNP Paribas Polska S.A.

Pre-Annual General Meeting Information Oct 30, 2025

5540_rns_2025-10-30_5ab8bbfb-ed0b-456b-b502-1b15898a860c.pdf

Pre-Annual General Meeting Information

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Announcement of the Management Board of BNP Paribas Bank Polska Spółka Akcyjna on convening the Extraordinary General Meeting

The Management Board of BNP Paribas Bank Polska Spółka Akcyjna, with its registered office in Warsaw, at 2 Kasprzaka Street (01-211 Warsaw), entered into the Register of Entrepreneurs of the National Court Register maintained by the District Court for the capital city of Warsaw in Warsaw, XIII Commercial Division of the National Court Register, under KRS number: 0000011571, with Tax Identification Number (NIP): 526-10-08-546 and fully paid-up share capital of PLN 147,880,491.00 (the 'Company' or the 'Bank'), pursuant to Article 399 § 1 in conjunction with Article 4021 and 4022 of the Code of Commercial Companies and Partnerships, hereby convenes the Extraordinary General Meeting to be held on 27 November 2025, at 11.00 a.m., at the registered office of the Company at 2 Kasprzaka Street in Warsaw, the 'Auditorium' room.

Proposed Agenda:

    1. Opening of the Meeting.
    1. Election of the Chairperson of the Meeting.
    1. Confirmation that the Meeting has been convened in a proper manner and that it is capable of passing resolutions.
    1. Acceptance of the Agenda of the Meeting.
    1. Adoption of resolutions on amendments to the Articles of Association of BNP Paribas Bank Polska S.A.
    1. Adoption of a resolution on the adoption of the consolidated text of the Articles of Association of BNP Paribas Bank Polska S.A.
    1. Closing of the Meeting.

In compliance with the requirements of Article 4022 of the Code of Commercial Companies and Partnerships, the Management Board of the Company presents the shareholders with the following information regarding participation in the General Meeting.

1. Right to request certain issues to be included in the agenda

A shareholder or shareholders representing at least 1/20 of the share capital is/are entitled to request certain issues to be included in the agenda of the General Meeting. A request should be presented to the Management Board of the Company not later than twenty-one (21) days prior to the scheduled date of the General Meeting, i.e. by 6 November 2025 at the latest and should include the rationale or a draft resolution regarding the proposed item of the agenda. The request may be submitted in writing at the registered office of the Company at 2 Kasprzaka St. (01-211

Warsaw), 11th floor, room 11004, or electronically, sent exclusively to the following email address: [email protected].

The shareholder or shareholders should prove that they hold the appropriate number of shares as at the day of making the request, by enclosing a deposit certificate or notice of the right to participate in the General Meeting to the request; and in the case of shareholders being legal persons or organisational units without legal personality, they should also confirm their entitlement to act on behalf of this entity by enclosing a current excerpt from the registry relevant for this person/unit.

In the case of shareholders presenting their requests by electronic means of communication, documents should be sent in a PDF format.

Requests submitted by shareholders by means of electronic communication other than via the above-mentioned email address or failing to observe the above-specified requirements, do not result in any legal effects for the Company and, as such, will not be taken into account.

2. Right to propose draft resolutions on the matters included in the agenda or the matters to be included in the agenda before the date of the General Meeting

A shareholder or shareholders representing at least 1/20 of the share capital may propose in writing, prior to the General Meeting, draft resolutions on the matters included in the agenda or on the matters to be included in the agenda, at the registered office of the Company at 2 Kasprzaka St. (01-211 Warsaw), 11th floor, room 11004, or by means of electronic communication (in a manner and to the email address as specified in paragraph 1 above).

Draft resolutions forwarded by the shareholders by means of electronic communication in a manner other than to the email address specified in paragraph 1 above, or failing to meet the requirements set out in paragraph 1 above, do not result in legal effects for the Bank and, as such, will not be taken into account.

3. Right to propose draft resolutions on the matters included in the agenda in the course of the General Meeting

Each of the shareholders entitled to attend the General Meeting may, during the General Meeting, propose draft resolutions on the matters included in the agenda.

4. Exercising the voting right by proxy

A shareholder may participate in the General Meeting and exercise his/her voting right in person or by proxy. A proxy template can be found on the website: https://www.bnpparibas.pl/en/investor-relations in the section 'General Meeting/ Extraordinary General Meeting – 27 November 2025'.

The Company does not impose a requirement to grant a proxy on the above-mentioned form. However, the Company's Management Board informs shareholders that if a shareholder grants a proxy right together with a voting instruction, the Company will not verify whether the proxies exercise the voting rights in line with the instructions received from the shareholders. Therefore, the Management Board of the Company informs shareholders that the voting instruction should be handed exclusively to the proxy.

The power to vote by proxy should be granted in writing or in electronic form. Granting the power to vote in electronic form does not require a qualified electronic signature.

If the proxy is granted in electronic form, the shareholder is required to notify the Company of the granting of such a proxy in electronic form, to the email address: [email protected], by 22 November 2025, 11.00 p.m. Poland time, at the latest. If the notification of granting such a proxy is sent electronically, the shareholder or the person entitled to attend the General Meeting shall send the following to the email address as specified above:

  • 1) personal certificate of entitlement to attend the General Meeting, and a scan of the ID or passport including data enabling identification of the holder (natural person) or a scan of an excerpt from the registry competent for the legal person or organisational unit without legal personality,
  • 2) text or scan of the proxy granted, including the data of the principal or the persons acting on their behalf in accordance with the principal's representation rules,
  • 3) scan of an ID or passport (including data enabling identification of the holder) of a proxy who is a natural person,
  • 4) scan of an excerpt from the registry competent for the proxy that is a legal person or organisational unit without legal personality,
  • 5) email address designated for communication with the shareholder or the shareholder's proxy.

The above provisions apply accordingly to the notification of withdrawal of the proxy by way of electronic means of communication.

Notifications forwarded by shareholders in a manner other than to the email address given above, or without meeting the requirements specified above, do not result in any legal effects towards the Company and, as such, will not be taken into account.

Shareholders shall be allowed to attend the General Meeting upon presentation of their IDs, and proxies – upon presentation of their IDs and valid proxy documents granted to them in writing or electronically (the proxy should present a printout of the proxy documents).

Representatives of legal persons or organisational units without legal personality should additionally present current excerpts from relevant registries specifying the persons authorised to represent those entities.

In the case of documents drafted in a foreign language, such documents should be accompanied by their Polish sworn translation.

5. The option and method of participation in the General Meeting with the use of means of electronic communication. Information on the method of speaking during the General Meeting with the use of means of electronic communication

The Bank allows for the option to participate in the General Meeting with the use of means of electronic communication. The rules and conditions of participation in the General Meeting with the use of means of electronic communication as well as the method of speaking and exercising the voting right are specified in the Regulations of Participation in the General Meeting of BNP Paribas Bank Polska S.A. with the Use of Means of Electronic Communication adopted by the Supervisory Board of the Bank, available on the website https://www.bnpparibas.pl/en/investor-relations in the section 'General Meeting/ Extraordinary General Meeting – 27 November 2025'.

Shareholders should send the relevant statements and the documents listed in the Regulations to the Bank to the email address: [email protected], no later than 6 days before the date of the General Meeting, i.e. by 20 November 2025 at 4:00 p.m. Poland time.

Such form of General Meeting participation will be possible via the link sent to the shareholder by the Bank, along with the Instruction on 23 November 2025 at the latest, provided that the shareholder's authorisation has been positively verified beforehand. Tests for shareholders who expressed their wish to participate in the General Meeting with the use of means of electronic communication will take place on 26 November 2025 at a time indicated in the Instruction.

In order to participate remotely in the General Meeting with use of means of electronic communication, one should have the use of:

  • a) synchronous internet connection with a bandwidth of not less than 4 Mbps (stable bandwidth when using the platform) – higher bandwidth recommended,
  • b) a computer which allows to play the sound and receive video, with Windows 10 or macOS operating system and one of the following browsers installed: the newest version of Firefox, Chrome, Safari or Edge (all browsers are available to download from the internet free of charge). The Internet Explorer browser is not recommended.

Lower bandwidth or an older browser version may make communication with the General Meeting room difficult or impossible and may cause delays or make it impossible to vote.

While using the platform, the user should not launch other applications which would cause a significant strain on the computer and the connection used by the platform.

6. Method of exercising the voting right by correspondence

The Bank does not provide for an option to exercise the voting right by correspondence.

7. Shareholder's right to ask questions related to issues on the agenda of the General Meeting

During the General Meeting, a Shareholder has the right to ask questions and request information related to the Company. The Management Board is obliged to provide the requested information to the Shareholder if it is justified for assessment of an issue included in the agenda. The Management Board shall refuse to provide information if it could cause harm to the Company, an affiliated company or a subsidiary, in particular by disclosing technical, trade or organisational secrets of the enterprise. A Management Board Member may also refuse to provide information, if providing such information might constitute a basis for their criminal, civil law or administrative liability. A response shall be considered provided if relevant information is available on the Company website in the space provided for asking and responding to shareholders' questions: https://www.bnpparibas.pl/en/investor-relations in the section 'General Meeting/ Extraordinary General Meeting – 27 November 2025'.

For important reasons, the Management Board may provide information in writing outside of the General Meeting. The Management Board is obliged to provide information within the deadline of two weeks from the request during the General Meeting.

8. Registration Date

The date of registration of participation in the General Meeting is 11 November 2025.

9. Right to participate in the General Meeting

Persons who are shareholders of the Company sixteen (16) days prior to the General Meeting (the date of registration of participation in the General Meeting) are entitled to participate in the General Meeting. Pledgees and users – entitled to a voting right – have the right to participate in the General Meeting if granting of the limited right in rem in their favour is registered in the securities account on the date of registration of participation in the General Meeting.

In the case of shareholders entitled to participate in the General Meeting by virtue of shares and pledgees and users with a voting right, dematerialised as bearers, the persons entitled to participate in the General Meeting are the ones who apply to the entity maintaining the securities account for issuing a personal certificate of entitlement to attend the General Meeting not earlier than after the announcement of the convention of the General Meeting and not later than 12 November 2025, and the entity maintaining the securities account issues the personal certificate of entitlement to attend the General Meeting.

The Company determines the list of shareholders, pledgees and users with a voting right entitled to participate in the General Meeting based on the list received from the National Depository for Securities.

The list of shareholders entitled to participate in the General Meeting will be available for inspection on 24–26 November 2025, between 8.00 a.m. and 4.00 p.m. at the registered office of the Company, 11th floor, room 11004. A shareholder may request the list of shareholders entitled to attend the General Meeting to be sent to them by e-mail, free of charge, to the address given by the shareholder.

10. Making documentation available

Information and documentation relating to the General Meeting will be available at the Bank's website https://www.bnpparibas.pl/en/investor-relations in the section 'General Meeting/ Extraordinary General Meeting – 27 November 2025' starting from the date of convening the General Meeting.

11. Website address

The Company will provide access to all information regarding the General Meeting on the Company's website at https://www.bnpparibas.pl/en/investor-relations in the section 'General Meeting/ Extraordinary General Meeting – 27 November 2025'. In the case of any questions or doubts related to the participation in the General Meeting, please contact the Company by email at: [email protected].

12. Other Information

The proceedings of the General Meeting are conducted in Polish. The participation of an English language interpreter is ensured.

In matters not covered by this Announcement, the provisions of the Bank's Articles of Association, the provisions of the Code of Commercial Companies and Partnerships, as well as other generally applicable law provisions shall apply.

The Management Board informs you that the proceedings of the General Meeting will be webcast in real time by the company UNICOMP-WZA Sp. z o.o. The real-time webcast of the meeting will be available at: https://www.bnpparibas.pl/en/investor-relations in the section 'General Meeting/ Extraordinary General Meeting – 27 November 2025'.

In order to access the dedicated platform that enables remote participation in the General Meeting, you should have equipment that meets the following technical requirements: internet connection with a bandwidth of not less than 4 Mbps (stable bandwidth when using the platform) – higher bandwidth recommended, and a computer equipped with loudspeakers , with Windows 10 or macOS operating system and one of the following browsers installed: the newest version of Firefox, Chrome, Safari or Edge (all browsers are available to download from the internet free of charge). The Internet Explorer browser is not recommended. While using the platform, the user should not launch other applications which would cause a significant strain on the computer and the connection used by the platform. The use of the full-screen mode is recommended.

Registration of the participants attending the General Meeting venue in person will commence at 10:30 a.m. on the day of the General Meeting.

13 The current wording of the Articles of Association of BNP Paribas Bank Polska Spółka Akcyjna with the proposed wording of the amendments:

Editorial Current wording Planned wording
unit of the
AoA
(prior to amendment) (as amended)
§ 16 para. 7 A member of the Supervisory Board can
be reappointed for the Supervisory
A member of the Supervisory Board can
be reappointed for the Supervisory
Board but for no more than three Board
but
for
no
more
than
four

successive terms of office and not
earlier than a year before the end of the
current term.
successive terms of office and not
earlier than a year before the end of the
current term.
§ 28 para. 1 The bank's own funds are the sum of
Common
Equity
Tier
I
capital,
Additional Tier I capital and Tier II
capital.
The bank's own funds in a prudential
sense are the sum of Common Equity
Tier I capital, Additional Tier I capital
and Tier II capital.
The bank's own funds in an accounting
sense include:
1)
share capital (paid-up and
registered),
2)
reserve capital,
revaluation capital,
3)
AT1 capital bonds,
4)
§ 28 para. 2 general risk fund for
5)
unidentified risk of banking
operations,
6)
valuation adjustment fund,
undistributed profits from
7)
previous years,
profit in the process of
8)
approval and net profit of
the current reporting
period, calculated in
accordance with applicable
accounting standards,
specific funds, if
9)
established.
§ 33 para. 1 The internal regulations of the Bank are
issued in the following forms
The internal regulations of the Bank are
issued by:
§ 33 para. 1
item 1)
1)Resolutions of the General Meeting – in
matters which fall within the
competence of the General Meeting
1) Bank bodies in the form of resolutions,
§ 33 para. 1
item 2)
2) Resolutions of the Supervisory Board –
in matters which fall within the
competence of the Supervisory Board
2)Members of the Management Board
in the form of circular letters or other
internal legal acts, and
§ 33 para. 1
item 3)
3) Resolutions of the Management Board
of the Bank,
3)Persons holding positions specified in
the methodology of internal legislation,

in the form of circular letters or other
internal legal acts.
§ 33 para. 1
item 4)
4) Circular letters of members of the
Management Board of the Bank,
4)(deleted)
§ 33 para. 1
item 5)
5) Circular letters of the Bank's executive
and managing directors and other
persons in posts equivalent to
managing directors,
5)(deleted)
§ 33 para. 1
item 6)
6) Circular letters of the persons
authorised by the President of the
Bank's Management Board,
6)(deleted)
§ 33 para. 1
item 7)
7) Circular letters of the directors of
basic organisational sections of the
Bank Head Office,
7)(deleted)
§ 33 para. 8) 8) deleted 8)(deleted)
§ 33 para. 9 9) Internal regulations of areas (if the
President of the Bank's Management
Board makes such a decision and of the
area is managed by an executive
director) / lines / other organisational
forms equivalent to lines / basic
organisational sections of the Bank's
Head Office / issued by the supervising
members of the Management Board
/executive directors.
9)(deleted)
§ 33 para 2 The power to issue internal regulations
shall be conferred upon:
The detailed principles and methods of
issuing internal regulations within the
Bank and also scope and types of such
regulations, are defined in the internal
legislative methodology resolution of
the Management Board of the Bank.
§ 33 para 2
item 1
1) General Meeting – in the scope
provided for in legal provisions as well
as in the provisions of the Bank's
Articles of Association,
1)(deleted)

§ 33 para 2
item 2
2) Supervisory Board - in the scope
provided for in legal provisions as well
2)(deleted)
as in the provisions of the Bank's
Articles of Association,
§ 33 para 2
item 3
3) Management Board of the Bank - in the
scope provided for in legal provisions
and to issue policies and
methodologies, unless the Articles of
Association of the Bank provide
otherwise,
3)(deleted)
§ 33 para 2
item 4
4) member of the Management Board of
the Bank – with respect to the
subordinated management area,
including the issuance of circular letters
introducing by-laws of organisational
units in their subordinated area, models
of official letters and forms, official
instructions, fees and commissions
tables, interest rate tables, as well as
policies and methodologies to the
extent specified by a resolution referred
to in para. 3,
.4)(deleted)
§ 33 para
2 item 5
5)
executive directors – with respect
to the managed management area,
and managing directors of the Bank
and other persons in posts
equivalent to managing directors of
the Bank and the director of the
Brokerage House - with respect to
the subordinated organisational
sections, units or other
organisational forms, including also
the issuance of model agreements,
general terms and conditions of
agreements, regulations,
regulations of promotions and
competitions, models of official
letters and forms, and official
instructions, as well as to issue
internal regulations describing the
course of processes in the Bank, to
the extent specified in the
resolution referred to in para. 3,
5)(deleted)
§ 33 para
2 item 6
6)
person authorised by the President
of the Management Board of the
Bank – within the scope determined
in the contents of the authorisation,
6)(deleted)
§ 33 para
2 item 7
7) (deleted) 7)(deleted)

§ 33 para
2 item 8
8)
director of the basic organisational
section of the Bank's Head Office –
within the content-related
competence of such a section,
including to the issuance of models
of official letters and forms and
official instructions, as well as to
issue internal regulations
describing the course of processes
in the Bank, to the extent specified
in the resolution referred to in para.
3.
8)(deleted)
§ 33 para3 3.The detailed principles and methods
of preparing, advising on, issuing (also
approving)
and
circulating
internal
regulations
within
the
Bank
are
determined by the resolution of the
Management Board of the Bank.
3.(deleted)

Management Board of BNP Paribas Bank Polska S.A. -------

Information about personal data processing:

    1. The personal data controller of the Shareholders and their representatives is BNP Paribas Bank Polska S.A. with its registered office in Warsaw, at 2 Kasprzaka Street, 01-211 Warsaw, registered with the District Court for the capital city of Warsaw in Warsaw, XIII Commercial Division of the National Court Register, under KRS number: 0000011571, holding fully paid-up share capital of PLN 147,880,491.00 as at 30 October 2025 (the 'Bank').
    1. The Bank shall process the personal data of the Shareholder and their representatives in order to fulfil its obligations arising from the generally binding law (obligations related to the organisation and holding of the General Meeting of Shareholders) and the legitimate interests of the Bank (for evidence purposes - to secure information in case of a legal need to present facts). Provision of personal data is necessary for participation in the General Meeting of Shareholders.
    1. The Bank shall receive the following data of Shareholders entitled under bearer shares from the entity keeping the depository for securities (Krajowy Depozyt Papierów Wartościowych S.A.): name and surname or company name, registered office (place of residence), number, type and code of shares registered in order to participate in the General Meeting of Shareholders -

pursuant to the provisions of the Code of Commercial Companies and Partnerships and provisions regulating trade of financial instruments.

    1. The Bank shall process the personal data of the Shareholder and their representatives for the period necessary to perform the obligations arising from the generally binding law or pursuit of legitimate interests of the Bank and the period relevant for statute of limitations of potential claims.
    1. Shareholders and their representatives: 1/ have the right to access and rectify their data and the right to data portability; and 2/ may request data erasure, restriction or object to data processing.
    1. The position of the personal data protection officer is held by an employee of the Bank who may be contacted at: [email protected] .
    1. The personal data protection supervisory body is the President of the Personal Data Protection Office, with whom a Shareholder or their representatives may file complaints.
    1. Data, including personal data, of Shareholders and their representatives may be disclosed to entities that the Bank entrusts with data processing for the implementation of agreements for performance of services to the Bank and recipients authorised to receive data under the law.

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