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Alior Bank S.A.

Governance Information May 20, 2025

5492_rns_2025-05-20_eca0c9fa-9adb-4958-8424-3ae69e86efe0.pdf

Governance Information

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Resolution No. 98/2025 of the Supervisory Board of Alior Bank Spółka Akcyjna with its registered office in Warsaw of 19 May 2025

regarding: adoption of the "Report on the activities of the Supervisory Board of the Bank in the financial year 2024" and the performance of a self-assessment of the activities of the Supervisory Board of the Bank, effectiveness of its operation and adequacy of internal regulations concerning the functioning of the Supervisory Board in 2024.

Pursuant to Article 382 § 3 (3) and Article 382 § 3¹ of the Act of 15 September 2000 – Code of Commercial Partnerships and Companies and § 23 (2)(3) of the Articles of Association of Alior Bank S.A. ("Bank") 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, it is hereby resolved as follows:

§ 1

The Supervisory Board of the Bank hereby adopts the "Report on the activities of the Supervisory Board of Alior Bank in the financial year 2023" in its wording specified in Appendix 1 to this resolution ("Report"), containing:

  • 1) assessment of the financial statements of the Bank and the Bank's Capital Group for the financial year ended 31 December 2024 and the assessment of the Management Board's report on the activities of the Bank's Capital Group in the financial year 2024, including the Management Board's report on the activities of the Bank in the financial year 2024 and Sustainability Statement,
  • 2) assessment of the motion of the Management Board of the Bank regarding the distribution of the Bank's profit from operations in the 2024 financial year,
  • 3) report on the fulfilment of supervisory obligations with regard to the activities of the Bank in the financial year 2024, including information on the implementation of the diversity policy,
  • 4) assessment of the company's standing, taking into consideration the adequacy and effectiveness of its internal control, risk management, compliance and internal audit systems used at the Bank, including a concise assessment of the Bank's standing in the financial year 2024,
  • 5) assessment of compliance in the financial year 2024 with reporting obligations concerning the observance of corporate governance principles specified in the Warsaw Stock Exchange Rules and Corporate Governance Rules for Supervised Institutions,
  • 6) assessment of internal governance at the Bank, its adequacy, effectiveness and implementation,
  • 7) assessment of the performance by the Management Board of the Bank of the obligations referred to in Article 3801 of the Code of Commercial Partnerships and Companies and the manner in which the Management Board of the Bank prepares or provides the Supervisory Board with information, documents, reports or explanations requested in accordance with Article 382 § 4 of the Code of Commercial Partnerships and Companies, together with information on the total remuneration due from the Bank for all audits commissioned by the Supervisory Board during the financial year 2023 in the manner specified in Article 382¹ of the Code of Commercial Partnerships and Companies,
  • 8) information concerning educational, cultural, and charitable activities
  • 9) assessment of the adequacy of internal regulations regarding the functioning of the Supervisory Board and the Management Board and the effectiveness of these bodies,
  • 10) report on the activities of the committees of the Supervisory Board of the Bank,
  • 11) assessment of suitability of the Supervisory Board of the Bank.

§ 2

The Supervisory Board of the Bank hereby makes a positive self-assessment of its activities, effectiveness of its operation and adequacy of internal regulations concerning the functioning of the Supervisory Board in the financial year 2024, in accordance with the detailed description of the selfassessment procedure presented in the Report.

§ 3

The Supervisory Board of the Bank hereby submits the Report to the Annual General Meeting of the Bank.

§ 4

The resolution shall enter into effect into upon its adoption.

Number of votes cast: 8, including:

Votes cast for the Resolution: 8 (Wojciech Kostrzewa, Jan Zimowicz, Radosław Grabowski, Maciej Gutowski, Artur Kucharski, Tomasz Kulik, Waldemar Maj, Robert Pusz)

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