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Bank Millennium S.A.

AGM Information Apr 19, 2024

5525_rns_2024-04-19_7f077e6e-ccc2-48fd-93be-12bd1ec981bf.html

AGM Information

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Report Content Bank Millennium S.A.19 April 2024Current Report No. 13/2024

Subject: Registration by the Court of changes of Articles of Associationof Bank Millennium S.A. adopted by Bank's General Meeting on March 27,2024 in resolutions no. 30 and 31

The Management Board of Bank Millennium S.A. [the Bank] informs that itlearned that on 19 April 2024 the Regional Court for Warsaw in Warsaw,13th Business Department of the National Court Register registered thechanges of the Bank's Articles of Association adopted in resolutions no.30 and 31 [Resolutions] of the Bank's Ordinary General Meeting of 27March 2024. The Bank published the text of the Resolutions in currentreport No. 8/2024 of March 27, 2024.

The Court registration concerns the following changes in Bank's Articlesof Association:

I.Changes of Articles of Association set forth in Paragraph 1 in points1/ to 3/ of resolution no. 30 of the General Meeting of the Bank of27.03.2024:

1/ the sentence in § 5 sec. 3 which reads:

_quot;3. The Bank may issue bonds, including convertible bonds and bonds withpre-emptive rights._quot;

shall read as follows:

_quot;3. The Bank may issue bonds, including convertible bonds, bonds withpre-emptive rights and

capital bonds, including those convertible into shares of the Bank._quot;

2/ § 10 shall read as follows:

"Subject to cases described in Code of Commercial Companies, the GeneralShareholders' Meeting

shall be valid if at least one fourth of the Bank's share capital isrepresented at the Meeting. Simple majority of votes shall be requiredfor validity of resolutions. A majority of three quarters of votes shallbe required for matters regarding amendment of the Articles ofAssociation, dissolution or merger of the Bank, issuance of convertiblebonds and bonds with pre-emptive rights, retirement of shares [subjectto Art. 415 § 4 of the Code of Commercial Companies], decrease of sharecapital, increase of share capital [including its increase by way ofconversion of capital bonds into shares of the Bank] and sale of theenterprise or its organised part; and a majority of two thirds inmatters regarding a material change of the Bank's operation."

3/ the following § 33a shall be added after § 33:

"If the General Meeting adopts an increase in the Bank's share capitalby way of conversion of capital bonds referred to in Article 27a of theAct on Bonds into the Bank's shares, the Management Board may beauthorized by a resolution of the General Meeting to adopt a resolutionon granting the Bank's shares."

II.Changes of Articles of Association set forth in Paragraph 1 in points1/ and 2/ of resolution no. 31 of the General Meeting of the Bank of27.03.2024:

1/ in § 5 sec. 3, after the final dot, the following additional sentenceshall be added:

"The Bank may issue also the perpetual bonds."

2/ in § 5, after section 3, the following sections 3ą and 3_#178; shall beadded:

"3ą. The Bank may issue capital instruments [including in particularcapital bonds] qualified in accordance with the relevant regulations toTier I or Tier II capital.

3_#178;. Financial instruments referred to in sect. 3 and 3ą may be issuedunder Polish or foreign law, unless the law provides for the possibilityof issuing them only under Polish law."

After aforementioned changes, § 5 sec. 3 shall read:

"_quot;3. The Bank may issue bonds, including convertible bonds, bonds withpre-emptive rights and capital bonds, including those convertible intoshares of the Bank. The Bank may issue also the perpetual bonds."

Before abovementioned changes, § 5 sec. 3 and § 10 of Articles ofAssociation of the Bank had the following wordings:

§ 5 sec. 3:

"3. The Bank may issue bonds, including convertible bonds and bonds withpre-emptive rights."

§ 10:

"Subject to cases described in Code of Commercial Companies, the GeneralShareholders' Meeting

shall be valid if at least one fourth of the Bank's share capital isrepresented at the Meeting. Simple majority of votes shall be requiredfor validity of resolutions. A majority of three quarters of votes shallbe required for matters regarding amendment of the Articles ofAssociation, dissolution or merger of the Bank, issuance of convertiblebonds and bonds with pre-emptive rights, retirement of shares [subjectto Art. 415 § 4 of the Code of Commercial Companies], decrease of sharecapital, increase of share capital and sale of the enterprise or itsorganised part; and a majority of two thirds in matters regarding amaterial change of the Bank's operation."

Legal basis: Par. 5 point 1 of the Regulation of the Minister of Financeof 29 March 2018 on current and periodical information disclosed byissuers of securities as well as conditions to be met when recognisingas equivalent the information disclosed under laws of a state which isnot a member state.

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