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Bank Millennium S.A.

AGM Information Mar 30, 2023

5525_rns_2023-03-30_10475063-069a-4553-bc08-9e98db29787f.pdf

AGM Information

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Attachment no. 1 to the current report no. 13_2023 of Bank Millennium S.A. of 30.03.2023 - Resolutions adopted by the Ordinary General Meeting of Bank Millennium S.A. dated 30.03.2023

Translation from Polish language

RESOLUTION NO. 1

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023 in the matter of electing Chairman the General Meeting

Pursuant to art. 409 § 1 of the Code of Commercial Companies and § 5 and 6 of the Bylaws of the General Meeting of the Shareholders of Bank Millennium S.A., the Ordinary General Meeting appoints as Mr. Robert Gawałkiewicz Chairman of the Ordinary General Meeting.

Number of shares, under which valid votes were cast: 941 150 954 shares, which constitute 77,58% of share capital.

Total number of valid votes cast: 941 150 954 including:

  • - For: 941 150 954,
  • - Against: 0,
  • - Abstained: 0.

Translation from Polish language

RESOLUTION NO. 2

of the Ordinary General Meeting of Bank Millennium S.A.

of 30 March 2023

in the matter of approval for financial year 2022: of the financial report of Bank Millennium S.A. and combined Management Board Report on the activity of Bank Millennium S.A. and Bank Millennium S.A. Capital Group and the combined ESG report of Bank Millennium S.A. and Bank Millennium S.A. Capital Group.

Pursuant to art. 393 item 1, art. 395 § 2 item 1 and § 5 of the Code of Commercial Companies and § 8 sect. 1 item 1 of the Articles of Association of Bank Millennium S.A., the Ordinary General Meeting resolves as follows:

§ 1

The Ordinary General Meeting hereby approves:

1/ audited financial report of Bank Millennium S.A. for financial year 2022 containing:

  • a/ profit and loss account for the period from 1 January do 31 December 2022 showing a loss of PLN 1 029 899 thousand;
  • b/ total income report for the period from 1 January do 31 December 2022 showing a loss of PLN 1 223 066 thousand;
  • c/ balance sheet prepared as of 31 December 2022, which on the assets and liabilities side shows the total of PLN 110 643 322 thousand;
  • d/ statement on changes in equity from 1 January do 31 December 2022;
  • e/ cash flow account for the period from 1 January do 31 December 2022 showing an increase of net cash flow by the sum of PLN 10 858 845 thousand;
  • f/ accounting policies and notes for the financial report;
  • 2/ combined Management Board report on the activity of Bank Millennium S.A. and Bank Millennium S.A. Capital Group for financial year 2022;
  • 3/ combined ESG Report of Bank Millennium S.A. and Bank Millennium S.A. Capital Group on financial year 2022.

The Resolution shall come into force as of the day of its adoption.

Number of shares, under which valid votes were cast: 941 150 957 shares, which constitute 77,58% of share capital.

Total number of valid votes cast: 941 150 957 including:

- For: 940 921 125,

- Against: 0,

- Abstained: 229 832.

Translation from Polish language

RESOLUTION NO. 3

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023 in the matter of approving the financial report of the Bank Millennium S.A. Capital Group for financial year 2022.

Pursuant to art. 395 § 5 Code of Commercial Companies, the Ordinary General Meeting resolves as follows:

§ 1

The Ordinary General Meeting of Shareholders hereby approves the audited consolidated financial report of the Bank Millennium S.A. Capital Group for financial year 2022 containing:

  • a/ consolidated profit and loss account for the period from 1 January do 31 December 2022 showing a loss of PLN 1 014 566 thousand;
  • b/ consolidated total income report for the period from 1 January do 31 December 2022 showing a loss of PLN 1 198 217 thousand;
  • c/ consolidated balance sheet prepared as of 31 December 2022, which on the assets and liabilities side shows the total of PLN 110 941 969 thousand;
  • d/ statement on changes in consolidated equity from 1 January to 31 December 2022;
  • e/ consolidated cash flow account for the period from 1 January do 31 December 2022 showing an increase of net cash flow by the sum of PLN 10 858 845 thousand;

f/ accounting policies and notes for the consolidated financial report.

§ 2

The Resolution shall come into force as of the day of its adoption.

Number of shares, under which valid votes were cast: 941 150 957 shares, which constitute 77,58% of share capital.

Total number of valid votes cast: 941 150 957 including:

  • - For: 940 921 125,
  • - Against: 0,
  • - Abstained: 229 832.

Translation from Polish language

RESOLUTION NO. 4

of the Ordinary General Meeting of Bank Millennium SA

of 30 March 2023

in the matter of approving the annual report of the Supervisory Board for the financial year 2022 and performing the assessment of the remuneration policy at Bank Millennium S.A.

Pursuant to art. 382 § 3 of the Code of Commercial Companies and § 9 and § 17 sect. 3 of the Bank's Millennium S.A. ("Bank") Articles of Association, as well as in connection with the requirements resulting from "Principles of the Corporate Governance for Supervised Institutions", adopted by the Polish Financial Supervision Authority on 22.07.2014 ("Principles") and Best Practice of Companies Listed on the WSE 2021, the Ordinary General Meeting of Shareholders resolves as follows:

§ 1

The Ordinary General Meeting:

  • I. approves the report with the meaning of art. 382 § 3 item 3 of the Code of Commercial Companies of the Supervisory Board of Bank Millennium S.A. ("Board") for the financial year 2022 covering:
    1. A summary of the 2022 activity of the Board and its committees: Audit Committee, Personnel Committee, Strategic Committee and Committee for Risk Matters, in accordance with principle 2.11.2 of "Best Practice of Companies Listed on the WSE 2021" ("Best Practice") adopted on 29 March 2021 by the Board of the Stock Exchange in Warsaw ("WSE"), as well as the Board's motion for the General Meeting to grant discharge to the Members of the Bank's bodies in regard of the performance of their duties in financial year 2022,
    1. Information on the composition of the Board and its committees (principle 2.11.1. of Best Practice),
    1. The results of the assessment of the combined Management Board report on the activities of Bank Millennium S.A. and Bank Millennium S.A. Capital Group, the combined ESG report of Bank Millennium S.A. and the Bank Millennium S.A. Capital Group and the financial report of Bank Millennium S.A. and the Bank Millennium S.A. Capital Group for the financial year 2022, pursuant to article 382 § 3 item 1 and article 382 § 3¹ item 1 of the Code of Commercial Companies,
    1. The result of the assessment of the Management Board's motion regarding the coverage of loss for the financial year 2022, pursuant to art. 382 § 3 item 2 and art. 382 § 3¹ item 1 of the Code of Commercial Companies,
    1. The assessment of the Bank's situation, taking into account the adequacy and effectiveness of the internal control systems, risk management, ensuring compliance of activities with standards or applicable practices and internal audit (pursuant to article 382 § 3¹ point 2 of the Code of Commercial Companies), as well as assessment of the Bank's situation on a consolidated basis, including the assessment of internal control, risk management, compliance and internal audit functions, including an annual assessment of the effectiveness of these systems and internal audit functions, together with information on activities, which the Supervisory Board has taken to implement it (principle 2.11.3. in conjunction with principle 3.9. Best Practice WSE),
    1. The assessment of the implementation by the Bank's Management Board of the requirements referred to in article 380¹ of the Code of Commercial Companies (pursuant to article 382 § 3¹ item 3 of the Code of Commercial Companies,
    1. The Assessment of the manner of preparing or submitting to the Supervisory Board by the Management Board information, documents, reports or explanations requested in accordance with the procedure specified in art. 382 § 4 of the Code of Commercial Companies (pursuant to art. 382 § 3¹ item 4 of the Code of Commercial Companies),
    1. Information on the total remuneration due from the Bank for all audits commissioned by the Supervisory Board during the financial year 2022 in accordance with the procedure specified in article 382¹ of the Code of Commercial Companies (pursuant to article 382 § 3¹ item 5 of the Code of Commercial Companies),
    1. Report on the evaluation of the functioning of the remuneration policy at Bank Millennium S.A., in accordance with § 28 point 3 of the Principles,
  • 10.The Assessment of the application of: (i) the Principles (in accordance with § 27 of the Principles), (ii) the corporate governance principles and the manner of fulfilling the disclosure obligations concerning their application set out in the WSE Rules and regulations on current and periodic information published by issuers of securities, together with information on the actions taken by the Board to make this assessment

(rule 2.11.4. of Best Practice) and (iii) "Recommendations Z" from the Polish Financial Supervision Authority,

  • 11.Assessment of the justification of expenditures incurred by the Bank and the Bank Group to support culture, sport, charitable institutions, media, social organizations, trade unions and similar purposes (principle 2.11.5. of Best Practice),
  • 12.Information about the extent of diversity policy implementation with respect to the Management Board and the Supervisory Board (Principle 2.11.6. of Best Practice),
  • II. finds, pursuant to the requirements of the Principles, based on information included in the combined Management Board report on the activity of Bank Millennium S.A. and Bank Millennium S.A. Capital Group in 2022, combined ESG report of Bank Millennium S.A. and Bank Millennium S.A. Capital Group for financial year 2022 and the assessment included in the Board's report referred to in § 1 item I of this resolution that the remuneration policy employed at Bank Millennium S.A. is conducive to the development and security of the Bank' activity.

§ 2

The Resolution shall come into force as of the day of its adoption.

Number of shares, under which valid votes were cast: 941 150 957 shares, which constitute 77,58% of share capital.

Total number of valid votes cast: 941 150 957 including:

  • - For: 940 919 625,
  • - Against: 0,
  • - Abstained: 231 332.

RESOLUTION NO. 5

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023 on the coverage of the loss for financial year 2022

Pursuant to art. 395 § 2 item 2 of the Code of Commercial Companies and § 8 sect. 1 item 2, § 36, § 39 and § 40 of the Bank's Articles of Association, the Ordinary General Meeting resolves as follows:

    1. To cover the loss of Bank Millennium S.A. for the financial year ending on 31 December 2022 in the amount of 1 029 898 772,97 PLN, the Ordinary General Meeting shall allocate the amount of 1 029 898 772,97 PLN from the reserve capital.
    1. The Resolution shall come into force as of the day of its adoption.

Number of shares, under which valid votes were cast: 941 150 957 shares, which constitute 77,58% of share capital.

Total number of valid votes cast: 941 150 957 including:

- For: 941 149 457,

- Against: 1500,

- Abstained: 0.

Translation from Polish language

RESOLUTION NO. 6

of the Ordinary General Meeting of Bank Millennium S.A.

of 30 March 2023.

in the matter of granting discharge to Mr Joao Nuno Lima Bras Jorge - Chairman of the Management Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Joao Nuno Lima Bras Jorge - Chairman of the Management Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.

Number of shares, under which valid votes were cast: 940 619 591 shares, which constitute 77,53% of share capital.

Total number of valid votes cast: 940 619 591 including:

  • - For: 925 942 991,
  • - Against: 14 313 048,
  • - Abstained: 363 552.

Translation from Polish language

RESOLUTION NO. 7

of the Ordinary General Meeting of Bank Millennium S.A.

of 30 March 2023

in the matter of granting discharge to Mr Fernando Maria Cardoso Rodrigues Bicho - Deputy Chairman of the Management Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Fernando Maria Cardoso Rodrigues Bicho – Deputy Chairman of the Management Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.

Number of shares, under which valid votes were cast: 940 823 598 shares, which constitute 77,55% of share capital. Total number of valid votes cast: 940 823 598 including: - For: 926 146 998,

- Against: 14 313 048,

- Abstained: 363 552.

Translation from Polish language

RESOLUTION NO. 8

of the Ordinary General Meeting of Bank Millennium S.A.

of 30 March 2023

in the matter of granting discharge to Mr Wojciech Haase - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Wojciech Haase - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.

Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital.

Total number of valid votes cast: 940 999 850 including:

- For: 926 323 250,

- Against: 14 313 048,

- Abstained: 363 552.

Translation from Polish language

RESOLUTION NO. 9

of the Ordinary General Meeting of Bank Millennium S.A.

of 30 March 2023

in the matter of granting discharge to Mr Andrzej Gliński - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Andrzej Gliński - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.

Number of shares, under which valid votes were cast: 940 886 237 shares, which constitute 77,55% of share capital.

Total number of valid votes cast: 940 886 237 including:

- For: 926 209 637,

- Against: 14 313 048,

- Abstained: 363 552.

Translation from Polish language

RESOLUTION NO. 10

of the Ordinary General Meeting of Bank Millennium S.A.

of 30 March 2023

in the matter of granting discharge to Mr Wojciech Rybak - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Wojciech Rybak - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.

Number of shares, under which valid votes were cast: 940 856 237 shares, which constitute 77,55% of share capital.

Total number of valid votes cast: 940 856 237 including:

- For: 926 179 637,

- Against: 14 313 048,

- Abstained: 363 552.

Translation from Polish language

RESOLUTION NO. 11

of the Ordinary General Meeting of Bank Millennium S.A.

of 30 March 2023

in the matter of granting discharge to Mr Antonio Ferreira Pinto Junior - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Antonio Ferreira Pinto Junior - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.

Number of shares, under which valid votes were cast: 940 856 237 shares, which constitute 77,55% of share capital.

Total number of valid votes cast: 940 856 237 including:

- For: 926 179 637,

- Against: 14 313 048,

- Abstained: 363 552.

Translation from Polish language

RESOLUTION NO. 12

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023

in the matter of granting discharge to Mr Jarosław Hermann - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Jarosław Hermann - Member of the Management Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.

Number of shares, under which valid votes were cast: 940 938 996 shares, which constitute 77,56% of share capital. Total number of valid votes cast: 940 938 996 including: - For: 926 262 396, - Against: 14 313 048,

- Abstained: 363 552.

Translation from Polish language

RESOLUTION NO. 13 of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023

in the matter of granting discharge to Mr Bogusław Kott - Chairman of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Bogusław Kott – Chairman of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.

Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital.

Total number of valid votes cast: 940 999 850 including:

- For: 926 323 250,

- Against: 14 313 048, - Abstained: 363 552.

Translation from Polish language

RESOLUTION NO. 14

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023

in the matter of granting discharge to Mr Nuno Manuel da Silva Amado - Deputy Chairman of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Nuno Manuel da Silva Amado - Deputy Chairman of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 1.01.2022 till 31.12.2022.

Number of shares, under which valid votes were cast: 937 238 580 shares, which constitute 77,25% of share capital.

Total number of valid votes cast: 937 238 580 including:

- For: 922 562 409,

- Against: 14 312 619,

- Abstained: 363 552.

Translation from Polish language

RESOLUTION NO. 15

of the Ordinary General Meeting of Bank Millennium S.A.

of 30 March 2023

in the matter of granting discharge to Mr Dariusz Rosati - Deputy Chairman and Secretary to the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Dariusz Rosati - Deputy Chairman and Secretary to the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.

Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital.

Total number of valid votes cast: 940 999 850 including:

- For: 926 323 250,

- Against: 14 313 048,

- Abstained: 363 552.

RESOLUTION NO. 16

of the Ordinary General Meeting of Bank Millennium S.A.

of 30 March 2023

in the matter of granting discharge to Mr Miguel de Campos Pereira de Bragança - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Miguel de Campos Pereira de Bragança – Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 1.01.2022 till 31.12.2022.

Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital. Total number of valid votes cast: 940 999 850 including:

- For: 926 323 250,

- Against: 14 313 048,

- Abstained: 363 552.

Translation from Polish language

RESOLUTION NO. 17

of the Ordinary General Meeting of Bank Millennium S.A.

of 30 March 2023

in the matter of granting discharge to Ms Anna Jakubowski - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of her duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Ms Anna Jakubowski – Member the Supervisory Board of Bank Millennium S.A., in regard of the performance of her duties for the period from 1.01.2022 till 31.12.2022.

Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital.

Total number of valid votes cast: 940 999 850 including:

- For: 926 323 250,

- Against: 14 313 048,

- Abstained: 363 552.

Translation from Polish language

RESOLUTION NO. 18

of the Ordinary General Meeting of Bank Millennium S.A.

of 30 March 2023.

in the matter of granting discharge to Mr Grzegorz Jędrys - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr Grzegorz Jędrys – Member the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.

Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital.

Total number of valid votes cast: 940 999 850 including:

- For: 858 905 708,

- Against: 14 313 048,

- Abstained: 67 781 094.

Translation from Polish language

RESOLUTION 19

of the Ordinary General Meeting of Bank Millennium S.A.

of 30 March 2023

in the matter of granting discharge to Mr Alojzy Nowak - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association of Bank, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr Alojzy Nowak – Member the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 to 31.12.2022.

Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital. Total number of valid votes cast: 940 999 850 including:

- For: 926 323 250,

- Against: 14 313 048,

- Abstained: 363 552.

Translation from Polish language

RESOLUTION NO. 20

of the Ordinary General Meeting of Bank Millennium S.A.

of 30 March 2023

in the matter of granting discharge to Mr José Miguel Bensliman Schorcht da Silva Pessanha - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr José Miguel Bensliman Schorcht da Silva Pessanha – Member the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 1.01.2022 till 31.12.2022.

Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital.

Total number of valid votes cast: 940 999 850 including:

- For: 926 323 250,

- Against: 14 313 048,

- Abstained: 363 552.

RESOLUTION NO. 21

of the Ordinary General Meeting of Bank Millennium S.A.

of 30 March 2023

in the matter of granting discharge to Mr Miguel Maya Dias Pinheiro - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr Miguel Maya Dias Pinheiro - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.

Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital.

Total number of valid votes cast: 940 999 850 including:

- For: 926 323 250,

- Against: 14 313 048,

- Abstained: 363 552.

Translation from Polish language

RESOLUTION NO. 22

of the Ordinary General Meeting of Bank Millennium S.A.

of 30 March 2023

in the matter of granting discharge to Mr Lingjiang Xu - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Mr. Lingjiang Xu – Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.

Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital.

Total number of valid votes cast: 940 999 850 including:

- For: 926 323 250,

- Against: 14 313 048,

- Abstained: 363 552.

Translation from Polish language

RESOLUTION NO. 23

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023

in the matter of granting discharge to Ms Olga Grygier-Siddons - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Ms Olga Grygier-Siddons – Member the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2022 till 31.12.2022.

Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital. Total number of valid votes cast: 940 999 850 including:

- For: 926 323 250,

- Against: 14 313 048,

- Abstained: 363 552.

Translation from Polish language

RESOLUTION NO. 24

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023

in the matter of granting discharge to Ms Beata Stelmach - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of her duties in financial year 2022

Pursuant to art. 393 item 1, art. 395 § 2 item 3 of the Code of Commercial Companies and § 8 sect. 1 item 3 of the Bank's Articles of Association, the Ordinary General Meeting of Shareholders resolves to grant discharge to Ms Beata Stelmach – Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of her duties for the period from 1.01.2022 till 31.12.2022.

Number of shares, under which valid votes were cast: 940 999 850 shares, which constitute 77,56% of share capital. Total number of valid votes cast: 940 999 850 including: - For: 926 323 250, - Against: 14 313 048, - Abstained: 363 552.

Translation from Polish language

RESOLUTION NO. 25

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023

in the matter of passing a resolution pronouncing an opinion on the Supervisory Board report on the remuneration of Members of the Bank's Management Board and Supervisory Board

Pursuant to art. 395 § 2¹ of the Code of Commercial Companies, in view of the assessment of the Supervisory Board report on the remuneration of Members of the Management Board and the Supervisory Board, performed by the auditor within the scope required by law, the Ordinary General Meeting resolves as follows:

§ 1

The General Meeting pronounces a positive opinion on the report of the Supervisory Board on the remuneration of Members of the Management Board and Supervisory Board.

§ 2

The Resolution shall come into force as of the day of its adoption.

Number of shares, under which valid votes were cast: 941 150 957 shares, which constitute 77,58% of share capital.

Total number of valid votes cast: 941 150 957 including:

- For: 830 790 823,

- Against: 110 360 134,

- Abstained: 0.

Translation from Polish language

RESOLUTION NO. 26

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2023

on approval of the Policy on the Selection and Assessment of the Suitability of Members of the Supervisory Board of Bank Millennium S.A.

Acting pursuant to art. 22aa of the Act of 29 August 1997 the Banking Law, the Ordinary General Meeting resolves as follows:

§ 1

The Policy on the Selection and Assessment of the Suitability of Members of the Supervisory Board of Bank Millennium S.A. is approved in the wording set out in the attachment to this resolution.

§ 2

The "Policy for Selection and Assessment of Suitability of the Supervisory Board Members of Bank Millennium S.A." approved on the virtue of the Resolution No. 28 of 30 March 2022 of the Ordinary General Meeting of Bank Millennium S.A. and constituting attachment to it, is hereby repealed.

§ 3

The Resolution shall come into force on the day of its adoption.

Number of shares, under which valid votes were cast: 941 150 957 shares, which constitute 77,58% of share capital. Total number of valid votes cast: 941 150 957 including: - For: 941 150 957,

  • - Against: 0,
  • - Abstained: 0.

Translation from Polish language

RESOLUTION NO. 27

of the Ordinary General Meeting of Bank Millennium S.A.

of 30 March 2023

in the matter of amendments to the Bank's Articles of Association

Pursuant to art. 430 § 1 of the Code of Commercial Companies and § 8 section 2 item 1 of the Articles of Association of Bank Millennium S.A. ("Bank"), the General Shareholders' Meeting resolves as follows:

§ 1

The Bank's Statute is amended as follows:

1/ in § 15, the following paragraphs 4 and 5 shall be added:

"4. During the meeting, the Supervisory Board may also adopt resolutions on matters not included in the proposed agenda, if none of the members of the Supervisory Board participating in the meeting objects to it.

  1. The Supervisory Board may also hold meetings without being formally convened, if all members agree to it and do not object to the inclusion of individual matters on the agenda."

2/ Paragraph 16 is amended to read as follows:

"The Supervisory Board shall meet on the as-needed basis, convened at the invitation of the Chairman of the Supervisory Board, or at the request of a member of the Supervisory Board or the Management Board of the Bank, submitted to the Chairman of the Supervisory Board and specifying the proposed agenda. However, those meetings shall be held at least once in each quarter of the financial year. The Chairman of the Supervisory Board chairs its meetings and organizes its work. In the absence of the Chairman, the activities indicated in this paragraph shall be performed by the Deputy Chairman of the Supervisory Board or the Secretary of the Supervisory Board."

3/ in § 17:

a) sec. 2 item 8 is replaced by the following:

"8/ appointing an advisor to the supervisory board within the meaning of the Code of Commercial Companies, as well as requesting the Management Board to appoint a selected third party to carry out specific analyses or to get opinion on specific matters, if this is essential for exercising proper and effective supervision."

b) sec. 3 is replaced by the following:

"3. The Supervisory Board shall consider all motions and matters requiring resolutions of the General Shareholders' Meeting. In particular, the Supervisory Board shall evaluate statements referred to in art. 395 § 2 item 1 of the Code of Commercial Companies with respect to their consistency with ledgers, documents and with the actual status, as well as motions of the Management Board regarding the distribution of profits or coverage of losses, and it shall submit an annual written statement of the Supervisory Board to the General Shareholders' Meeting, referred to in art. 382 § 3 item 3 of the Code of Commercial Companies."

4/ in § 18 sec. 1 is replaced by the following:

"1. The Supervisory Board may set up permanent or ad hoc committees composed of members of the Supervisory Board for the performance of specific supervisory activities. Setting up of specialized or monitoring committees, in particular regarding corporate governance and sustainable development, may also be recommended by the Supervisory Board to the Management Board. The Supervisory Board may also delegate its members to independently perform specific supervisory activities."

5/ in § 33 sec. 1 shall read:

"1. Shares may be redeemed by way of reducing the share capital. Redemption of shares requires the consent of the Polish Financial Supervision Authority."

6/ in § 36, the following section 5 shall be added:

"5. The acquisition of own shares requires the consent of the Polish Financial Supervision Authority."

§ 2

The Bank's Supervisory Board, pursuant to § 17 clause 2 item 5 of the Bank's Articles of Association, shall establish a consolidated text of the Articles of Association, taking into account the amendments made pursuant to § 1 of this resolution.

§ 3

The Resolution shall come into force on the day of its adoption. The resolution is adopted subject to the condition that the Polish Financial Supervision Authority issues permission to amend the statute in accordance with the resolution.

Number of shares, under which valid votes were cast: 941 150 957 shares, which constitute 77,58% of share capital.

Total number of valid votes cast: 941 150 957 including:

- For: 941 150 957,

- Against: 0,

- Abstained: 0.

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