AGM Information • Jun 16, 2025
AGM Information
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§ 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 Sebastian Marcin Rudnicki to act as the Chairperson of the Annual General Meeting.
§ 2
The resolution shall enter into effect upon its adoption.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
92,961,589 valid votes were cast in favor of the resolution;
none votes were "against" the resolution;
none votes were "abstained";
The resolution has been adopted
The Annual General Meeting of the Bank adopts the following agenda:
The resolution shall enter into effect into upon its adoption.
Shareholders representing jointly 91,140,587 valid votes from 91,140,587 shares participated in an open vote on the above resolution, which is (after rounding to two decimal places) 69.81% of the share capital of ALIOR BANK S.A., whereby:
76,323,500 valid votes were cast in favor of the resolution;
1 vote were "against" the resolution;
14,817,086 votes were "abstained";
The resolution has been adopted
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.
The Resolution enters into force on the date of its adoption.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in an open vote on the above resolution, which is (after rounding to two decimal places) 71.21% of the share capital of ALIOR BANK S.A., whereby:
92,742,361 valid votes were cast in favor of the resolution;
3,317 votes were "against" the resolution;
215,911 votes were "abstained";
§ 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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in an open vote on the above resolution, which is (after rounding to two decimal places) 71.21% of the share capital of ALIOR BANK S.A., whereby:
92,115,804 valid votes were cast in favor of the resolution;
629,874 votes were "against" the resolution;
215,911 votes were "abstained";
§ 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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in an open vote on the above resolution, which is (after rounding to two decimal places) 71.21% of the share capital of ALIOR BANK S.A., whereby:
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.
The Resolution enters into force on the date of its adoption.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in an open vote on the above resolution, which is (after rounding to two decimal places) 71.21% of the share capital of ALIOR BANK S.A., whereby:
92,742,360 valid votes were cast in favor of the resolution;
3,317 votes were "against" the resolution;
215,912 votes were "abstained";
The resolution has been adopted
§ 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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in an open vote on the above resolution, which is (after rounding to two decimal places) 71.21% of the share capital of ALIOR BANK S.A., whereby:
92,961,589 valid votes were cast in favor of the resolution;
none vote were "against" the resolution;
none vote were "abstained";
§ 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.
§ 2
The Resolution enters into force on the date of its adoption.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
79,417,369 valid votes were cast in favor of the resolution;
7,128,624 votes were "against" the resolution;
6,415,596 votes were "abstained";
The resolution has been adopted
§ 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 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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
79,417,369 valid votes were cast in favor of the resolution;
7,128,624 votes were "against" the resolution;
6,415,596 votes were "abstained";
The resolution has been adopted
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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
79,417,369 valid votes were cast in favor of the resolution;
7,128,624 votes were "against" the resolution;
6,415,596 votes were "abstained";
§ 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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
79,417,369 valid votes were cast in favor of the resolution;
7,128,624 votes were "against" the resolution;
6,415,596 votes were "abstained";
The resolution has been adopted
§ 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 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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
79,417,369 valid votes were cast in favor of the resolution;
7,128,624 votes were "against" the resolution;
6,415,596 votes were "abstained";
The resolution has been adopted
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.
The Resolution enters into force on the date of its adoption.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
79,417,370 valid votes were cast in favor of the resolution;
7,128,623 votes were "against" the resolution;
6,415,596 votes were "abstained";
§ 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.
Shareholders representing jointly 92,961,442 valid votes from 92,961,442 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
79,417,222 valid votes were cast in favor of the resolution;
7,128,623 votes were "against" the resolution;
6,415,597 votes were "abstained";
The resolution has been adopted
Resolution No. 15/2025 of the Annual General Meeting of Alior Bank Spółka Akcyjna dated 16 June 2025
§ 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.
Shareholders representing jointly 92,961,588 valid votes from 92,961,588 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
- 28,253,179 valid votes were cast in favor of the resolution;
- 9,681,041 votes were "against" the resolution;
- 55,027,368 votes were "abstained";
The resolution has not been adopted
Resolution No. 16/2025 of the Annual General Meeting of Alior Bank Spółka Akcyjna dated 16 June 2025
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.
The Resolution enters into force on the date of its adoption.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
- 28,253,180 valid votes were cast in favor of the resolution;
- 9,681,041 votes were "against" the resolution;
- 55,027,368 votes were "abstained";
§ 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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
79,417,371 valid votes were cast in favor of the resolution;
7,128,622 votes were "against" the resolution;
6,415,596 votes were "abstained";
The resolution has been adopted
§ 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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
79,417,371 valid votes were cast in favor of the resolution;
7,128,622 votes were "against" the resolution;
6,415,596 votes were "abstained";
The resolution has been adopted
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.
The Resolution enters into force on the date of its adoption.
Shareholders representing jointly 92,961,588 valid votes from 92,961,588 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
- 28,253,179 valid votes were cast in favor of the resolution;
- 9,681,041 votes were "against" the resolution;
- 55,027,368 votes were "abstained";
§ 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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
79,417,371 valid votes were cast in favor of the resolution;
7,128,622 votes were "against" the resolution;
6,415,596 votes were "abstained";
The resolution has been adopted
Resolution No. 21/2025 of the Annual General Meeting of Alior Bank Spółka Akcyjna dated 16 June 2025
§ 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.
§ 2
The Resolution enters into force on the date of its adoption.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
79,449,200 valid votes were cast in favor of the resolution;
7,128,624 votes were "against" the resolution;
6,383,765 votes were "abstained";
The resolution has been adopted
§ 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.
§ 2
The Resolution enters into force on the date of its adoption.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
90,011,771 valid votes were cast in favor of the resolution;
2,703,567 votes were "against" the resolution;
246,251 votes were "abstained";
The resolution has been adopted
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.
The Resolution enters into force on the date of its adoption.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
90,011,771 valid votes were cast in favor of the resolution;
2,703,566 votes were "against" the resolution;
246,252 votes were "abstained";
§ 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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
90,011,771 valid votes were cast in favor of the resolution;
2,703,567 votes were "against" the resolution;
246,251 votes were "abstained";
The resolution has been adopted
Resolution No. 25/2025 of the Annual General Meeting of Alior Bank Spółka Akcyjna dated 16 June 2025
§ 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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
90,011,771 valid votes were cast in favor of the resolution;
2,703,567 votes were "against" the resolution;
246,251 votes were "abstained";
The resolution has been adopted
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.
The Resolution enters into force on the date of its adoption.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
90,011,771 valid votes were cast in favor of the resolution;
2,703,567 votes were "against" the resolution;
246,251 votes were "abstained";
§ 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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
90,011,773 valid votes were cast in favor of the resolution;
2,703,565 votes were "against" the resolution;
246,251 votes were "abstained";
The resolution has been adopted
§ 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 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.
§ 2
The Resolution enters into force on the date of its adoption.
Shareholders representing jointly 92,961,588 valid votes from 92,961,588 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
90,011,772 valid votes were cast in favor of the resolution;
2,703,565 votes were "against" the resolution;
246,251 votes were "abstained";
The resolution has been adopted
§ 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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
90,011,773 valid votes were cast in favor of the resolution;
2,703,565 votes were "against" the resolution;
246,251 votes were "abstained";
§ 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.
Shareholders representing jointly 92,961,588 valid votes from 92,961,588 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
90,011,772 valid votes were cast in favor of the resolution;
2,703,565 votes were "against" the resolution;
246,251 votes were "abstained";
The resolution has been adopted
Resolution No. 31/2025 of the Annual General Meeting of Alior Bank Spółka Akcyjna dated 16 June 2025
§ 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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
90,011,773 valid votes were cast in favor of the resolution;
2,703,565 votes were "against" the resolution;
246,251 votes were "abstained";
The resolution has been adopted
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.
The Resolution enters into force on the date of its adoption.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
90,011,773 valid votes were cast in favor of the resolution;
2,703,565 votes were "against" the resolution;
246,251 votes were "abstained";
§ 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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
90,011,772 valid votes were cast in favor of the resolution;
2,703,565 votes were "against" the resolution;
246,252 votes were "abstained";
The resolution has been adopted
Resolution No. 34/2025 of the Annual General Meeting of Alior Bank Spółka Akcyjna dated 16 June 2025
§ 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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
90,011,624 valid votes were cast in favor of the resolution;
2,703,714 votes were "against" the resolution;
246,251 votes were "abstained";
The resolution has been adopted
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.
The Resolution enters into force on the date of its adoption.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
90,011,771 valid votes were cast in favor of the resolution;
2,703,567 votes were "against" the resolution;
246,251 votes were "abstained";
§ 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 Augustyn Wajda discharge for the performance of his duties:
§ 2
The Resolution enters into force on the date of its adoption.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
90,011,771 valid votes were cast in favor of the resolution;
2,703,567 votes were "against" the resolution;
246,251 votes were "abstained";
The resolution has been adopted
§ 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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in a secret vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
90,011,771 valid votes were cast in favor of the resolution;
2,703,566 votes were "against" the resolution;
246,252 votes were "abstained";
The resolution has been adopted
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.
The Resolution enters into force on the date of its adoption.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in an open vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
92,820,771 valid votes were cast in favor of the resolution;
140,818 votes were "against" the resolution;
none votes were "abstained";
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:
§ 1
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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in an open vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
§ 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.
The Resolution enters into force on the date of its adoption.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in an open vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
78,301,036 valid votes were cast in favor of the resolution;
14,660,553 votes were "against" the resolution;
none votes were "abstained";
The resolution has been adopted
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.
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.
The Resolution enters into force on the date of its adoption.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in an open vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
92,961,587 valid votes were cast in favor of the resolution;
2 votes were "against" the resolution;
none votes were "abstained";
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.
Shareholders representing jointly 92,961,589 valid votes from 92,961,589 shares participated in an open vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
92,961,588 valid votes were cast in favor of the resolution;
none votes were "against" the resolution;
1 vote were "abstained";
The resolution has been adopted
§ 1
The Annual General Meeting of Alior Bank Spółka Akcyjna, acting pursuant to Article 408 § 2 of the Polish Commercial Companies Code, resolves to adjourn the proceedings of the Annual General Meeting until July 7 (seven), 2025 (two thousand and twenty-five), until 10.00 (ten o'clock). The meeting will be resumed at the registered office of Alior Bank Spółka Akcyjna, 38C Łopuszańska Street, 02-232 Warsaw, in the Training and Recruitment Centre, on the first floor.
§ 2
The resolution shall enter into force upon its adoption.
Shareholders representing jointly 91,140,438 valid votes from 91,140,438 shares participated in an open vote on the above resolution, which is (after rounding to two decimal places) 71,21% of the share capital of ALIOR BANK S.A., whereby:
76,323,327 valid votes were cast in favor of the resolution;
25 votes were "against" the resolution;
14,817,086 vote were "abstained";
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