AGM Information • May 20, 2025
AGM Information
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Regarding item 2 of the agenda
Resolution No. _/2025 of the Annual General Meeting of Alior Bank Spółka Akcyjna dated 16 June 2025
§ 1
Pursuant to Article 409 § 1 of the Code of Commercial Partnerships and Companies and § 16(1) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank elects __________________ to act as the Chairperson of the Annual General Meeting.
The resolution shall enter into effect upon its adoption.
In accordance with Article 409 § 1 of the Code of Commercial Partnerships and Companies, the chairperson is elected from among those entitled to participate in the general meeting. Pursuant to § 28 of the Rules of Procedure of the General Meeting of Shareholders of Alior Bank Spółka Akcyjna (hereinafter referred to as the "Rules of Procedure of the Bank's General Meeting"), the General Meeting is opened by the Chairperson of the Supervisory Board or one of their Deputies, after which the Chairperson of the General Meeting is elected from among the participants. Should none of the aforementioned individuals be able to open the General Meeting, it shall be opened by the President of the Management Board or a person appointed by the Management Board. The election of the Chairperson of the General Meeting of Shareholders of the Bank shall be conducted by secret ballot. The person opening the General Meeting shall supervise the proper conduct of the voting and announce its results. Every participant of the General Meeting has the right to stand as a candidate for Chairperson as well as to nominate one candidate for this position.
Regarding item 4 of the agenda
The Annual General Meeting of the Bank adopts the following agenda:
Board on the activities of Alior Bank S.A. and the Statement on Sustainable Development.
§ 2
The resolution shall enter into effect into upon its adoption.
The General Meeting proceeds in accordance with the adopted agenda. The agenda contained in the draft resolution was proposed by the Management Board of the Bank. Pursuant to Article 404 § 1 of the Code of Commercial Partnerships and Companies, no resolution may be adopted on matters not included in the agenda unless the entire share capital is represented at the General Meeting and no participant raises an objection to the resolution being adopted. In accordance with § 31(3)(2) of the Rules of Procedure of the Bank's General Meeting, it is the specific responsibility of the Chairperson of the General Meeting to present the published agenda of the General Meeting.
§ 1
Pursuant to Article 382 § 3 of the Code of Commercial Partnerships and Companies and § 23(2)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank, following review, approves the Report on the activities of the Supervisory Board of Alior Bank Spółka Akcyjna in the financial year ended 31 December 2024.
§ 2
The Resolution enters into force on the date of its adoption.
In accordance with Article 382 § 3 of the Code of Commercial Partnerships and Companies, the specific responsibilities of the supervisory board include the evaluation of reports referred to in Article 395 § 2(1) of the Code, in terms of their conformity with the books, documents, and actual state of affairs, as well as the assessment of the management board's proposals regarding the allocation of profit or coverage of loss. Furthermore, the supervisory board is required to prepare and submit to the General Meeting an annual written report on its activities for the past financial year (the supervisory board report). Pursuant to Article 395 § 5 of the Code of Commercial Partnerships and Companies, the agenda of the Annual general meeting may also include consideration and approval of the consolidated financial statements of the capital group as defined under accounting regulations, in addition to the matters specified in § 2 of the aforementioned Article.
Accordingly, the Supervisory Board of the Bank has prepared the above Report and recommends its approval.
§ 1
Pursuant to Article 395 § 2(1) of the Code of Commercial Partnerships and Companies and § 17(1)(1)(a) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank, following review, approves the financial statements of Alior Bank Spółka Akcyjna for the year ended 31 December 2024, comprising:
The Resolution enters into force on the date of its adoption.
The subject of the proceedings of the Annual General Meeting should be the review and approval of the financial statements for the previous financial year in accordance with Article 395 § 1 and § 2(1) of the Code of Commercial Partnerships and Companies, Article 53 (1) of the Accounting Act of 29 September 1994 and § 17(1)(1a) of the Articles of Association of Alior Bank Spółka Akcyjna (hereinafter: "Articles of Association of the Bank"). The annual financial statements must be approved by the Annual General Meeting no later than 6 months after the balance sheet date.
The Supervisory Board has issued a positive assessment of the financial statements of the Bank for the year ended 31 December 2024 and recommended that the Annual General Meeting of the Bank approve them.
§ 1
Pursuant to Article 395 § 5 of the Code of Commercial Partnerships and Companies and § 17(1)(1)(b) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank, following review, approves the consolidated financial statements of the Alior Bank Spółka Akcyjna Capital Group for the year ended 31 December 2024, comprising:
§ 2
The Resolution enters into force on the date of its adoption.
The subject of the proceedings of the Annual General Meeting should be the review and approval of the consolidated financial statements of the capital group for the previous financial year in accordance with Article 395 § 5 of the Code of Commercial Partnerships and Companies, Article 63c(4) of the Accounting Act of 29 September 1994, and § 17(1)(1b) of the Articles of Association of the Bank. The annual consolidated financial statements must be approved by the Annual General Meeting no later than 6 months after the balance sheet date.
The Supervisory Board of the Bank has issued a positive assessment of the consolidated financial statements of the Capital Group for the year ended 31 December 2024 and recommended that the Annual General Meeting of the Bank approve them.
on: review and approval of the Report of the Management Board on the activities of the Alior Bank S.A. Capital Group in 2024 comprising the report of the Management Board on the activities of Alior Bank S.A. and the Statement on Sustainable Development.
§ 1
Pursuant to Article 395 § 2(1) of the Code of Commercial Partnerships and Companies and § 17(1)(1)(a–c) of the Articles of Association of Alior Bank S.A., in conjunction with Article 55(2a) and subsequent provisions of the Accounting Act of 29 September 1994, the Annual General Meeting of the Bank, following review, approves the Report of the Management Board on the activities of the Alior Bank S.A. Capital Group in 2024, including the Report of the Management Board on the activities of Alior Bank S.A. and the Statement on Sustainable Development.
§ 2
The Resolution enters into force on the date of its adoption.
The subject of the proceedings of the Annual General Meeting should be the review and approval of the report of the Management Board on the company's activities as well as the report on the activities of the capital group, pursuant to Article 395 § 2(1) of the Code of Commercial Partnerships and Companies. Furthermore, under Article 395 § 1 and § 2(1) of the Code of Commercial Partnerships and Companies, in conjunction with Article 55(2a) and subsequent provisions and Article 63r(1) of the Accounting Act of 29 September 1994, such report is subject to approval by the Annual General Meeting no later than six months after the balance sheet date.
The Supervisory Board of the Bank has assessed the Report of the Management Board on the activities of the Alior Bank S.A. Capital Group in 2024 comprising the report of the Management Board on the activities of Alior Bank S.A. and the Statement on Sustainable Development, and has recommended its approval to the Annual General Meeting of the Bank.
Regarding item 10 of the agenda
§ 1
Pursuant to Article 395 § 2(2) of the Code of Commercial Partnerships and Companies and § 17(1)(2) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank resolves that the net profit of the Bank for the financial year 2024, in the total amount of 2,417,499,553.87 PLN (in words: in words: two billion four hundred seventeen million four hundred ninety nine thousand five hundred fifty three zlotys and 87/100), shall be allocated as follows:
§ 2 The dividend per share shall amount to 9.19 PLN (in words: nine zlotys and 19/100).
§ 3 The dividend record date shall be set for 30 June 2025.
§ 4 The dividend payment date shall be set for 14 July 2025.
§ 5 The Resolution enters into force on the date of its adoption.
The agenda of the Annual General Meeting should include the adoption of a resolution on the allocation of profit or coverage of loss pursuant to Article 395 § 2(2) of the Code of Commercial Partnerships and Companies and § 17(1)(2) of the Articles of Association of the Bank.
The profit allocation proposed by the Management Board of the Bank for the financial year 2024 takes into account:
The Supervisory Board of the Bank issued a positive opinion on the proposal of the Management Board concerning the allocation of the Bank's profit for the financial year 2024.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Piotr Krzysztof Żabski discharge for the performance of his duties as Vice-President of the Management Board of the Bank acting as the Chair of the Management Board during the period from 1 November 2024 to 31 December 2024.
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
Accordingly, it is necessary to present this draft resolution for consideration by the Annual General Meeting of the Bank.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Marcin Mieczysław Ciszewski discharge for the performance of his duties as Vice-President of the Management Board of the Bank during the period from 1 November 2024 to 31 December 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
Accordingly, it is necessary to present this draft resolution for consideration by the Annual General Meeting of the Bank.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Jacek Michał Iljin discharge for the performance of his duties:
as Vice-President of the Management Board of the Bank acting as the Chair of the Management Board from 15 August 2024 to 31 August 2024,
as Vice-President of the Management Board of the Bank from 1 September 2024 to 31 December 2024.
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
Accordingly, it is necessary to present this draft resolution for consideration by the Annual General Meeting of the Bank.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Wojciech Przybył discharge for the performance of his duties as Vice-President of the Management Board of the Bank during the period from 1 October 2024 to 31 December 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
Accordingly, it is necessary to present this draft resolution for consideration by the Annual General Meeting of the Bank.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Zdzisław Adam Wojtera discharge for the performance of his duties:
as Vice-President of the Management Board of the Bank acting as the Chair of the Management Board from 1 September 2024 to 31 October 2024,
as Vice-President of the Management Board of the Bank from 1 November 2024 to 31 December 2024.
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
Accordingly, it is necessary to present this draft resolution for consideration by the Annual General Meeting of the Bank.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Radomir Gibała discharge for the performance of his duties as Vice-President of the Management Board of the Bank during the period from 1 January 2024 to 31 August 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
Accordingly, it is necessary to present this draft resolution for consideration by the Annual General Meeting of the Bank.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Tomasz Miklas discharge for the performance of his duties as Vice-President of the Management Board of the Bank during the period from 1 January 2024 to 19 December 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
Accordingly, it is necessary to present this draft resolution for consideration by the Annual General Meeting of the Bank.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Grzegorz Olszewski discharge for the performance of his duties as President of the Management Board of the Bank during the period from 1 January 2024 to 15 May 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
Accordingly, it is necessary to present this draft resolution for consideration by the Annual General Meeting of the Bank.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Paweł Władysław Broniewski discharge for the performance of his duties as Vice-President of the Management Board of the Bank during the period from 1 January 2024 to 15 May 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
Accordingly, it is necessary to present this draft resolution for consideration by the Annual General Meeting of the Bank.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Szymon Stefan Kamiński discharge for the performance of his duties as Vice-President of the Management Board of the Bank during the period from 1 January 2024 to 15 May 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
Accordingly, it is necessary to present this draft resolution for consideration by the Annual General Meeting of the Bank.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Rafał Gedymin Litwińczuk discharge for the performance of his duties as Vice-President of the Management Board of the Bank during the period from 1 January 2024 to 15 May 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
Accordingly, it is necessary to present this draft resolution for consideration by the Annual General Meeting of the Bank.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Paweł Leszek Tymczyszyn discharge for the performance of his duties as Vice-President of the Management Board of the Bank during the period from 1 January 2024 to 15 May 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
Accordingly, it is necessary to present this draft resolution for consideration by the Annual General Meeting of the Bank.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Jacek Polańczyk discharge for the performance of his duties as Vice-President of the Management Board of the Bank during the period from 1 January 2024 to 15 May 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
Accordingly, it is necessary to present this draft resolution for consideration by the Annual General Meeting of the Bank.
on: granting discharge to a Member of the Supervisory Board of the Bank delegated to temporarily perform the duties of the Vice-President of the Bank's Management Board for the performance of duties in the financial year 2024.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Artur Chołody discharge for the performance of his duties:
as Member of the Supervisory Board of the Bank delegated to temporarily perform the duties of the Vice-President of the Bank's Management Board acting as Chair of the Management Board for the period from 15 May 2024 to 14 August 2024
as Member of the Supervisory Board of the Bank delegated to temporarily perform the duties of the Vice-President of the Bank's Management Board for the period from 18 November 2024 to 31 December 2024.
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
Accordingly, it is necessary to present this draft resolution for consideration by the Annual General Meeting of the Bank.
The Bank's Supervisory Board adopted a resolution to recommend to the Annual General Meeting of the Bank to grant discharge to the above member of the Supervisory Board of the Bank delegated to temporarily perform the duties of the Vice-President of the Bank's Management Board on account of the performance of his duties in the financial year 2024.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Jan Paweł Zimowicz discharge for the performance of his duties:
as Member of the Supervisory Board of the Bank during the period from 26 April 2024 to 31 December 2024, and
as Deputy Chairperson of the Supervisory Board of the Bank during the period from 7 May 2024 to 31 December 2024.
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Artur Jarosław Kucharski discharge for the performance of his duties as Member of the Supervisory Board of the Bank during the period from 26 April 2024 to 31 December 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Maciej Jacek Gutowski discharge for the performance of his duties as Member of the Supervisory Board of the Bank during the period from 26 April 2024 to 31 December 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Radosław Grabowski discharge for the performance of his duties as Member of the Supervisory Board of the Bank during the period from 26 April 2024 to 31 December 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Robert Pusz discharge for the performance of his duties as Member of the Supervisory Board of the Bank during the period from 17 April 2024 to 31 December 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17 (1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank grants discharge to Mr Filip Aleksander Majdowski for the performance of his duties as Member and Chairperson of the Supervisory Board of the Bank during the period between 1 January 2024 and 7 March 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Ernest Gerard Bejda discharge for the performance of his duties:
as Member of the Supervisory Board of the Bank from 1 January 2024 to 26 April 2024,
as Deputy Chairperson of the Supervisory Board of the Bank from 1 January 2024 to 18 March 2024, and
as Chairperson of the Supervisory Board of the Bank from 18 March 2024 to 26 April 2024.
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Paweł Wojciech Knop discharge for the performance of his duties:
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Marek Pietrzak discharge for the performance of his duties as a Member of the Supervisory Board of the Bank for the period from 1 January 2024 to 26 April 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Dominik Mikołaj Witek discharge for the performance of his duties as a Member of the Supervisory Board of the Bank for the period from 1 January 2024 to 26 April 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Ms Małgorzata Erlich-Smurzyńska discharge for the performance of her duties as a Member of the Supervisory Board of the Bank for the period from 1 January 2024 to 26 April 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Jacek Paweł Kij discharge for the performance of his duties as a Member of the Supervisory Board of the Bank for the period from 1 January 2024 to 26 April 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Jarosław Jerzy Mastalerz discharge for the performance of his duties:
as Member of the Supervisory Board of the Bank from 26 April 2024 to 6 November 2024, and
as Chairperson of the Supervisory Board of the Bank from 7 May 2024 to 6 November 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Artur Chołody discharge for the performance of his duties as a Member of the Supervisory Board of the Bank for the period from 27 April 2024 to 14 May 2024 and for the period from 15 August 2024 to 17 November 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Paweł Augustyn Wajda discharge for the performance of his duties:
as Member of the Supervisory Board of the Bank from 27 November 2024 to 31 December 2024, and
as Chairperson of the Supervisory Board of the Bank from 19 December 2024 to 31 December 2024.
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
§ 1
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies and § 17(1)(3) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank hereby grants Mr Rafał Tadeusz Janczura discharge for the performance of his duties as Member of the Supervisory Board of the Bank during the period from 17 April 2024 to 31 December 2024.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the agenda of the Annual General Meeting should include the granting of discharge to members of the company's governing bodies in respect of the performance of their duties.
on: the position of the Annual General Meeting of the Bank regarding the assessment of the functioning of the remuneration policy in effect at the Bank.
§ 1
Pursuant to Article 28(4) of the "Corporate Governance Principles for Supervised Institutions" in the wording adopted by Resolution No. 218/2014 of the Polish Financial Supervision Authority of 22 July 2014, taking into account the "Report of the Supervisory Board on the assessment of the functioning of the Remuneration Policy in effect at Alior Bank S.A. in the year 2024", as submitted by the Supervisory Board of the Bank, the Annual General Meeting of the Bank states that the remuneration policy in force at the Bank fosters growth and ensures security of the Bank's operations.
§ 2
The Resolution enters into force on the date of its adoption.
Pursuant to § 28(3) of the Corporate Governance Principles for Supervised Institutions issued by the Polish Financial Supervision Authority, the supervisory body is required to prepare and submit to the governing body an annual report on the assessment of the functioning of the remuneration policy in the supervised institution.
Accordingly, the Supervisory Board of the Bank carried out an assessment of the functioning of the Bank's remuneration policy in 2024. The results of this assessment were presented in the "Report of the Supervisory Board on the Assessment of the Functioning of the Remuneration Policy at Alior Bank S.A. in 2024".
In accordance with § 28(4) of the Corporate Governance Principles for Supervised Institutions, the governing body shall assess whether the adopted remuneration policy supports the development and operational security of the supervised institution.
In 2024, the remuneration policy was implemented at the Bank in line with the assumptions of the internal regulations in force. The policy complied with generally applicable legal regulations, the guidelines of the competent supervisory authorities, and was consistent with ethical conduct principles and the Bank's values. The Management Board of the Bank made efforts to ensure that the remuneration policy reflected the Bank's adopted business strategy. The actions undertaken in this area in 2024 aimed to ensure long-term value growth for shareholders and the stable operation of the Bank. They were consistent with the provisions and objectives of the Bank's internal regulations and ensured gender neutrality of the remuneration policy. The Bank's development and security were supported by remuneration systems aligned with the interests of the Bank's customers, shareholders, and employees.
The Supervisory Board has a positive assessment of the functioning of the remuneration policy at the Bank in 2024.
Pursuant to § 17 (2)(11) of the Articles of Association of Alior Bank S.A. in conjunction with Article 22aa of the Act of 29 August 1997 – Banking Law, the Annual General Meeting of the Bank resolves as follows:
The Annual General Meeting approves the "Policy for the Selection and Suitability Assessment of Members of the Supervisory Board of Alior Bank S.A." in the wording specified in Appendix 1 to this resolution.
The resolution shall enter into effect into upon its adoption.
The Supervisory Board of the Bank has approved the updated version of the regulation titled "Policy for the Selection and Suitability Assessment of Members of the Supervisory Board of Alior Bank S.A.", which incorporates the guidelines of the Methodology for the Assessment of the Suitability of Members of the Governing Bodies of Supervised Entities (issued by the Polish Financial Supervision Authority), as well as the draft regulation published by the Ministry of Justice implementing the Women on Boards Directive concerning the improvement of gender balance among directors of listed companies. The General Meeting of the Bank, pursuant to § 17(2)(11) of the Articles of Association of Alior Bank S.A. in conjunction with Article 22aa of the Banking Law Act of 29 August 1997, adopts the updated "Policy for the Selection and Suitability Assessment of Members of the Supervisory Board of Alior Bank S.A."
Appendix 1 to Resolution No. __/2025 of the Annual General Meeting of Alior Bank Spółka Akcyjna of 16 June 2025 on: approval of the updated "Policy for the Selection and Suitability Assessment of Members of the Supervisory Board of Alior Bank S.A.".
In order to assess whether the Supervisory Board Members meet the requirements referred to in Article 22aa of the Banking Law Act, the present "Policy of Selection and Suitability Assessment of Supervisory Board Members of Alior Bank S.A." ("Policy") is hereby adopted.
Whenever the following terms or abbreviations are used in this Policy (including in Appendix 1 to the Policy), they shall be understood as follows:
| Shareholder | A shareholder of the Bank proposing a candidate for a Supervisory Board Member 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 for assessing the suitability of members of the bodies of: banks, protection scheme managers, insurance companies, reinsurance companies, pension companies (KNF - Polish Financial Supervision Authority [PFSA]) |
| Banking Law Act | 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 performed by the nomination committee |
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 |
| Act on Expert Auditors | the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight |
| 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 | European Banking Authority guidelines on the assessment of the suitability of members of the management body and of persons performing key functions of 2 July 2021 |
| 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 |
The scope of the assessment shall comprise:
Suitability assessments of candidates for the Bank's other advisory committees shall be conducted by the Nomination Committee based on the current individual suitability assessments of the Supervisory Board Members.
The Bank shall conduct secondary assessments of the individual suitability of Supervisory Board Members
in the following instances:
or
The primary suitability of candidates to the Supervisory Board of the Bank is assessed by the Shareholder.
determines to what extent a secondary assessment of individual suitability should be carried out.
the assessment of suitability may be limited to clarifying the aforementioned circumstances.
b) the Legal Department – in respect of Sections I: "accumulation of functions" and J: "time commitment" (within the scope of the Legal Department's competence);
c) the Audit Department – in respect of Section F: "integrity" (insofar as concerns findings resulting from internal audit reviews);
d) other Bank units – depending on the subject matter requiring verification.
The Expert Unit performs an initial assessment of the documents and information submitted by the Supervisory Board Member referred to in (5) or revised/completed in accordance with (6) above. It documents the process by completing the Bank-reserved sections of the questionnaires, and forwards the file to the Nomination Committee. Afterwards, the Expert Unit provides the documentation to the Nomination Committee.
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 Supervisory Board Members, 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 its individual Members to ensure the individual and collective suitability of this body. The Nomination Committee communicates its recommendation to the Supervisory Board.
Primary suitability of candidates to the Audit Committee is assessed by the Nomination Committee.
determines the extent of the secondary assessment to be conducted.
Appendix 1 Competencies of a Supervisory Board Member and of a Candidate for the Position of 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 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. |
|
| 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. |
|
| ACCOUNTING AND FINANCIAL AUDIT Candidate has up-to-date knowledge on accounting, accounting standards and financial audit. |
|
| SUPERVISION, CONTROL AND INTERNAL AUDIT Candidate understands the rules and standards applicable to the functioning of the audit and internal control system. |
| 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 | basic |
| 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. |
|---|
| 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 basic |
| entity; he/she is able to carry out data analysis and interpret information taking into account |
| the entity's strategy and the market situation. |
| KNOWLEDGE OF THE POLISH LANGUAGE |
| Candidate has a proven knowledge of the Polish language, effectively communicates with |
| high 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 language in |
| presentations and speeches given during conferences, workshops or key meetings. |
| Level |
| required by EXPECTED COMPETENCIES RELATED TO RISK MANAGEMENT IN THE the entity |
| ACTIVITIES OF THE MANAGED ENTITY (individual |
| assessment) |
| BUSINESS MODEL RISK |
| average** business risk |
| strategic risk |
| RISK IN THE AREA OF CREDIT RISK |
| credit risk |
| concentration risk |
| basic** collective borrower default risk |
| counterparty risk settlement/delivery risk |
| Foreign currency lending risk |
| RISK IN THE AREA OF MARKET RISK |
| position risk |
| basic** currency risk |
| commodity price risk Interest rate credit valuation adjustment (CVA) risk |
| RISK IN THE AREA OF OPERATIONAL RISK |
| operational risk IT risk |
| average** legal risk |
| model risk |
| AML risk |
| RISK IN THE AREA OF LIQUIDITY AND FINANCING |
| liquidity Risk |
| market liquidity risk basic** |
| intraday liquidity risk |
| liquidity concentration risk funding risk |
| RISK IN THE AREA OF CAPITAL MANAGEMENT |
| basic** excessive leverage risk |
| insolvency risk |
| MANAGEMENT RISKS compliance risk reputational risk |
average** |
|---|---|
| RISK IN THE AREA OF SYSTEMIC RISK systemic risk contagion 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* |
| OVERSIGHT OF SUBSIDIARIES | average ** |
| HR | basic* |
| LEGAL, REGULATIONS, AUDIT, PERSONAL DATA PROTECTION | average* |
| SECURITY / CYBERSECURITY / AML | average ** |
| OTHER * | average ** |
* optional – depending on the current allocation of responsibilities within the Bank's Management Board
| EXPECTED PERSONAL COMPETENCIES | Level required by 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, encourages their environment to be open and honest, and properly informs their supervisor about the actual situation, thus recognising existing risks and problems. |
meets the criteria |
| 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 | meets the criteria |
| 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. |
|
|---|---|
| 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 |
| 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* |
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
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
| Candidate identifies and discloses interests in a way intended to reach a consensus in the pursuit of negotiating objectives. |
|
|---|---|
| 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 |
|
| GROUPTHINK | |
| The candidate has the ability to resist groupthink. | high |
Pursuant to § 17 (2)(11) of the Articles of Association of Alior Bank S.A. in conjunction with § 10 (7) of the "Policy for the Selection and Suitability Assessment of Members of the Supervisory Board of Alior Bank S.A." ("Selection and Assessment Policy"), the Annual General Meeting resolves as follows:
The Annual General Meeting of the Bank approves the positive assessment of the collective suitability of the Supervisory Board of the Bank as at the end of the financial year 2024 and concludes that the Supervisory Board of the Bank in the financial year 2024 met the requirements set out in the Selection and Assessment Policy, including in particular:
The Resolution enters into force on the date of its adoption.
In accordance with Recommendation 7.3 of the "Recommendation Z on the Internal Governance Principles in Banks," issued by the Polish Financial Supervision Authority, the bodies of a bank responsible for appointing individuals to specified functions or positions are also responsible for ensuring appropriate selection and assessment of the suitability of supervisory board members. Pursuant to § 10(7) of the "Policy for the Selection and Suitability Assessment of Members of the Supervisory Board of Alior Bank S.A." attached to Resolution No. 10/2024 of the Annual General Meeting of Alior Bank Spółka Akcyjna dated 26 April 2024, the General Meeting shall approve the collective suitability assessment of the Supervisory Board at least once a year, based on information as at the end of the financial year. The Supervisory Board of the Bank submitted to the General Meeting of Shareholders information that, in carrying out the collective suitability assessment, it had taken into account the results of the individual suitability assessments of the members of the Supervisory Board to the extent necessary to complete the collective assessment. The Supervisory Board has therefore requested that the General Meeting approve the collective suitability assessment.
on: expressing an opinion on the "Report on the remuneration of members of the Management Board and the Supervisory Board of Alior Bank S.A. for the year 2024" submitted by the Supervisory Board of the Bank.
§ 1
Pursuant to § 17(1)(1b) of the Articles of Association of Alior Bank S.A., the Annual General Meeting of the Bank gives a positive opinion on the "Report on remuneration of members of the Management Board and the Supervisory Board of Alior Bank S.A. for the year 2024", as submitted by the Supervisory Board of the Bank.
§ 2 The Resolution enters into force on the date of its adoption.
Pursuant to § 17(1)(1b) of the Articles of Association of the Bank in conjunction with Article 395 § 2¹ of the Code of Commercial Partnerships and Companies and Article 90g(6) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, the General Meeting shall adopt a resolution expressing an opinion on the remuneration report.
Regarding item 17 of the agenda
Pursuant to § 17 (2)(11) of the Articles of Association of Alior Bank S.A. and in accordance with recommendation 8.9 of Recommendation Z concerning corporate governance in banks, issued by the Polish Financial Supervision Authority pursuant to Resolution No. 289/2020 of 9 October 2020, the Annual General Meeting of the Bank resolves as follows:
§ 1
Having regard to the following internal regulations of the Bank regarding the functioning of the Supervisory Board of the Bank:
the Annual General Meeting of the Bank positively assesses the adequacy of internal regulations concerning the functioning of the Supervisory Board of the Bank.
§ 2
On the basis of the Report on the Activities of the Supervisory Board of Alior Bank Spółka Akcyjna in the financial year ending 31 December 2024, the Annual General Meeting of the Bank positively assesses the effectiveness of the Supervisory Board of the Bank in the year 2024.
§ 3
The Resolution enters into force on the date of its adoption.
According to Recommendation 8.9 of Recommendation Z of the Polish Financial Supervision Authority regarding the principles of internal governance in banks, the adequacy of internal regulations governing the functioning of the supervisory board and the effectiveness of its operations should be subject to regular self-assessment and evaluation by the general meeting.
Accordingly, and in view of the adoption by the Supervisory Board of the Bank of Resolution No. 98/2025 of 19 May 2025 on the approval of the "Report on the activities of the Supervisory Board of the Bank in the financial year 2024" and the completion of the self-assessment of the Supervisory Board's operations, the effectiveness of its work, and the adequacy of internal regulations concerning the Supervisory Board's functioning in 2024, it is necessary to submit this draft resolution for deliberation by the Annual General Meeting of the Bank.
Pursuant to Article 430 § 1 of the Code of Commercial Partnerships and Companies and § 17(2)(1) of the Articles of Association of Alior Bank Spółka Akcyjna ("Bank"), the following is hereby resolved:
The Articles of Association of the Bank shall be amended as follows:
shall now read as follows:
"6) to issue convertible bonds, bonds with pre-emptive rights to subscribe for shares of the Bank, as well as subscription warrants and capital bonds,".
The Annual General Meeting of the Bank authorises the Supervisory Board of the Bank to compile a consolidated version of the Articles of Association, incorporating the amendments introduced by means of the present resolution.
The resolution shall enter into force on the date of its adoption, with binding effect as of the entry of the amendments to the Articles of Association into the register of entrepreneurs of the National Court Register.
The proposed amendments to the Articles of Association of the Bank are related to the introduction of Article 27a into the Act of 15 January 2015 on Bonds ("Bonds Act"), which enables banks to issue capital bonds. According to this provision, capital bonds are issued with the aim of qualifying them as own funds instruments:
1) as additional Tier I instruments or
2) as Tier II instruments,
in accordance with the provisions of Articles 52 and 63 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and amending Regulation (EU) No 648/2012.
Accordingly, it is proposed to add a new point 4 in § 7(3) of the Articles of Association of the Bank to enable the Bank to issue capital bonds. At the same time, a technical amendment to § 17(2)(6) of the Articles of Association is proposed, so that the requirement for a resolution of the General Meeting also applies to the issuance of capital bonds.
Furthermore, to align the wording of the Articles of Association with the provisions of the Bonds Act, it is proposed that § 7(3)(5) of the Articles of Association explicitly states that the Bank may issue convertible bonds. Pursuant to Article 19(1) of the Bonds Act, the issuance of convertible bonds is permitted only if provided for in the company's articles of association. While the current wording of the Articles of Association of the Bank implies such possibility (as § 17(2)(6) of the Articles of Association states that the issuance of convertible bonds requires a resolution of the General Meeting), it is recommended, in view of the aforementioned provision of the Bonds Act, to explicitly specify the Bank's authorisation to issue convertible bonds.
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