Bank Millennium S.A.

AGM Information • Feb 29, 2024

ANNOUNCEMENT OF THE MANAGEMENT BOARD OF BANK MILLENNIUM S.A. ON CONVENING THE ANNUAL GENERAL MEETING BANK MILLENNIUM S.A. AS AT 27 MARCH 2024

The Management Board of Bank Millennium S.A. with its registered office in Warsaw ("Bank"), pursuant to Article 399 § 1 of the Code of Commercial Companies ("CCC"), convenes for 27 March 2024 the Ordinary General Meeting ("General Meeting"), which will be held at 9:30 a.m. at the Bank's registered office at Stanisława Żaryna 2A, 02-593 Warsaw.

Agenda

• 1. Opening of the General Meeting.
• 1. Information on the voting method.
• 1. Election of the Chairperson of the General Meeting (resolution no. 1).
• 1. Confirmation of the correctness of convening the General Meeting and its ability to adopt binding resolutions.
• 1. Presentation of the agenda of the General Meeting.
• 1. Election of the Voting Committee.
• 1. Consideration and approval for the financial year 2023: the financial report of Bank Millennium S.A. and the combined report of the Management Board on the activity of Bank Millennium S.A. and the Bank Millennium S.A. Capital Group and the combined ESG report of Bank Millennium S.A. and the Bank Millennium S.A. Capital Group (resolution no. 2).
• 1. Consideration and approval of the financial report of Bank Millennium S.A. Capital Group for financial year 2023 (resolution no. 3).
• 1. Consideration and approval of the report of the Supervisory Board of Bank Millennium S.A. for financial year 2023, covering:
  2. − the results of the assessment of the combined Management Board report on the activity of Bank Millennium S.A. and Bank Millennium S.A. Capital Group, combined ESG report of Bank Millennium S.A. and Bank Millennium S.A. Capital Group and the financial reports of Bank Millennium S.A. and Bank Millennium S.A. Capital Group for financial year 2023,
  3. − the result of the assessment of the Management Board's motion on the distribution of profit for financial year 2023, pursuant to art. 382 § 3 item 2) of the Code of Commercial Companies,
  4. − information, reports and evaluations required in accordance with "Corporate Governance Principles for Supervised Institutions" of the Polish Financial Supervision Authority and "Best Practice of Companies Listed on the WSE (Warsaw Stock Exchange) 2021" and "Recommendation Z" from the Polish Financial Supervision Authority including the summary of the 2023 activity of the Supervisory Board and its committees, (resolution no. 4).
• 1. Taking a resolution on the distribution of profit for financial year 2023 (resolution no. 5).
• 1. Taking resolutions in the matter of discharging Members of the Management Board of Bank Millennium S.A. and Members of the Supervisory Board of Bank Millennium S.A. from the performance of their duties in financial year 2023 (resolutions no. 6 to no. 24).
• 1. Taking a resolution in the matter of assessment of the remuneration policy in Bank Millennium S.A. (resolution no. 25).
• 1. Taking a resolution in the matter of expressing opinion regarding the Supervisory Board report on the remuneration of Members of the Bank's Management Board and Supervisory Board (resolution no. 26).
• 1. Taking a resolution on the Policy on the Selection and Assessment of the Suitability of Members of the Supervisory Board of Bank Millennium S.A. (resolution no. 27).
• 1. Taking a resolution on the assessment of the adequacy of internal regulations concerning the functioning of the Supervisory Board and effectiveness of its activity (resolution no. 28).
• 1. Information on the By-laws of Bank Millennium S.A. Supervisory Board (resolution no. 29).
• 1. Taking resolutions on amendments to the Articles of Association of Bank Millennium S.A. (resolutions no. 30 - 32).
• 1. Closing of the General Meeting.

Proposed amendments to the Articles of Association

The Management Board announces the proposed amendments to the Articles of Association of Bank Millennium S.A. (resolutions no. 30 - 32):

I. Planned changes:

[Draft Resolution no. 30]

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

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

shall read as follows:

"3. The Bank may issue bonds, including convertible bonds, bonds with pre-emptive rights and capital bonds, including those convertible into shares of the Bank."

2/ § 10 shall read as follows:

"Subject to cases described in Code of Commercial Companies, the General Shareholders' Meeting shall be valid if at least one fourth of the Bank's share capital is represented at the Meeting. Simple majority of votes shall be required for validity of resolutions. A majority of three quarters of votes shall be required for matters regarding amendment of the Articles of Association, dissolution or merger of the Bank, issuance of convertible bonds and bonds with pre-emptive rights, retirement of shares (subject to Art. 415 § 4 of the Code of Commercial Companies), decrease of share capital, increase of share capital (including its increase by way of conversion of capital bonds into shares of the Bank) and sale of the enterprise or its organised part; and a majority of two thirds in matters 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 capital by way of conversion of capital bonds referred to in Article 27a of the Act on Bonds into the Bank's shares, the Management Board may be authorized by a resolution of the General Meeting to adopt a resolution on granting the Bank's shares."

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

"The Bank may issue also the perpetual bonds."

2/ in § 5, after section 3, the following sections 3¹ and 3² shall be added:

"3¹. The Bank may issue capital instruments (including in particular capital bonds) qualified in accordance with the relevant regulations to Tier I or Tier II capital.

3². Financial instruments referred to in sect. 3 and 3¹ may be issued under Polish or foreign law, unless the law provides for the possibility of issuing them only under Polish law."

[draft Resolution no. 32]

1/ in § 5 section 1 and section 2 shall read as follows:

§ 5

• 1. The subject of the Bank's activity includes the activities indicated in sec. 1 2¹ to which the Bank is authorized, constituting banking activities and other activities. The scope of activity of the Bank shall comprise:
  2. 1) accepting cash deposits payable on demand or at a specified date, and keeping the accounts of these deposits,
  3. 2) keeping other bank accounts,
  4. 3) granting loans,
  5. 4) issuing and confirming bank guarantees and opening and confirming letters of credit,
  6. 5) issuing bank debt securities,
  7. 6) conducting bank monetary settlements,
  8. 7) granting cash loans and consumer loans as defined in a separate act of law,
  9. 8) operations on cheques and bills of exchange and operations on warrants,
  10. 9) issuing payment cards and performing operations with their use,
  11. 10) (repealed)
  12. 11) purchasing and selling cash receivables,
  13. 12) storing items and securities,
  14. 13) purchasing and selling foreign currencies,
  15. 14) providing and confirming sureties,
  16. 15) implementing commissioned activities related to the issue of securities,
  17. 16) intermediating in money transfers and settlements in foreign exchange dealings, including settling operations related to payment cards in foreign exchange dealings,
• 17) provision of the following payment services:
  • a/ accepting cash deposits and withdrawing cash from a payment account and all actions necessary for the operation of the account (art. 3 section 1 item 1 of the Payment Services Act),
  • b/ execution of payment transactions, including the transfer of funds to a payment account with the user's provider or with another account provider (art. 3 section 1 item 2 of the Payment Services Act):
    • by performing direct debit services, including one-off direct debits,
    • with the use of a payment card or similar payment instrument,
    • through the execution of transfer order services, including standing orders,
  • c/ execution of the payment transactions listed in subitem b/, debiting the amount of money made available to the user on account of a loan (art. 3 section 1 item 3 of the Payment Services Act),
  • d/ issuing payment instruments (art. 3 section 1 item 4 of the Payment Services Act),
  • e/ enabling the acceptance of payment instruments and the execution of payment transactions initiated by the payer's payment instrument by or through the merchant, consisting in particular in the handling of authorisations, sending to the issuer of a payment instrument or payment systems of payment orders of the payer or merchant, aimed at transferring funds

due to the merchant, except for activities consisting in clearing and settling these transactions within the payment system in the meaning of the Settlement Finality Act (acquiring) (art. 3 section 1 item 5 of the Payment Services Act),

• f/ provision of the service of initiating a payment transaction (art. 3 section 1 item 7 of the Payment Services Act),
• g/ provision of account information access service (art. 3 section 1 item 8 of the Payment Services Act),
• 18) performing the activities of representing bank in the meaning of the Act on Bonds.
• 1. Scope of operations of the Bank shall also include performance of the following activities, other than those listed in Sec. 1, i.e.:
  2. 1) carrying out business projects jointly with other legal and natural persons,
  3. 2) (repealed)
  4. 3) (repealed)
  5. 4) (repealed)
  6. 5) keeping deposit accounts for securities,
  7. 6) performing, within statutory limits and under terms and conditions agreed with the debtor, conversion of cash receivables to assets of the debtor,
  8. 7) purchasing and selling real property,
  9. 8) rendering consulting and advisory services in financial matters,
  10. 9) running factoring and forfaiting operations,
  11. 10) providing insurance intermediation services,
  12. 11) providing trust services and issuing electronic identification means in the meaning of provisions on trust services,
  13. 12) rendering intermediation services, including agency services, to financial entities and institutions, in particular to brokerage houses, entities providing leasing services and other banks,
  14. 12¹) credit and loan intermediation,
  15. 13) conducting commissioned activities related to the management of securities, trading in such securities on own account or for a third party,
  16. 14) activities, to which the Bank is authorized under other acts of law:
      • a/ rendering intermediation services to investment fund companies and investment funds, to the extent defined in the Act on Investment Funds and managing alternative investment funds,
      • b/ exercising the function of a depositary of pension and investment funds, managing securitised debts of securitisation funds,
      • c/ (repealed)
      • d/ performing the function of agent of an issue of securities in the meaning of the Act on Trading in Financial Instruments,
  17. 15) providing financial services connected with trading in financial instruments and securities issued abroad and their safekeeping,
  18. 16) intermediating in trading in shares of commercial law companies,
  19. 17) managing third-party funds,
  20. 18) acquiring investment certificates of investment funds,
  21. 19) managing a third-party register of participants of an investment fund and a register of members of a pension fund,
  22. 20) intermediating in the trading in receivables,
  23. 21) performing custody services,
  24. 22) performing actions connected with the issue and servicing of financial instruments, which are not securities,
  25. 23) providing underwriting services,
  26. 24) rendering services of keeping accounting books for entities referred to in Sec. 5,
  27. 25) conducting, through an organisationally separated organisational unit of the Bank, brokerage activity in scope:
      • a/ accepting and transmitting orders to purchase or sell financial instruments,
      • b/ execution of orders to purchase or sell financial instruments on the account of the principal,
      • c/ purchase or disposal of financial instruments on own account,
      • d/ investment consultancy,
      • e/ offering financial instruments,
• f/ provision of services in the performance of concluded underwiting agreements or conclusion and performance of other agreements of a similar nature, if their subject matter is financial instruments,
• g/ storing or registering financial instruments, including keeping securities accounts, derivatives accounts and omnibus accounts, and keeping cash accounts, as well as keeping records of financial instruments,
• h/ foreign exchange, if it is related to brokerage activities within the scope indicated in Article 69 sect. 2 of the Act on Trading in Financial Instruments,
• i/ preparing investment analyses, financial analyses and other recommendations of a general nature regarding transactions in financial instruments,
• j/ provision of additional services related to the underwriting agreement,
• 26) (repealed)
• 27) providing services of reporting to trade repositories in the meaning of Regulation (EU) No 648/2012 of the European Parliament and of the Council on OTC derivatives, central counterparties and trade repositories, of information about derivative contracts concluded by a counterparty with the Bank,
• 28) confirming data with use of electronic identification means of the Bank's ICT system, pursuant to provisions of telecommunication law,
• 29) performing the function of agent in the meaning of art. 2 item 1 of the Payment Services Act, as regards intermediation in conclusion of agreements on provision of acquiring services."
• 2/ in § 5, after section 2, the following section 2¹ is added:

"2¹. The scope of the Bank's activity also includes, pursuant to Article 70 sect. 2 of the Act on Trading in Financial Instruments, conducting the following activities outside the organizationally separated organizational unit through which the Bank conducts brokerage activities:

• a/ accepting and sending orders for purchase or sale of financial instruments, execution of such orders on the account of the principal, investment advice, offering financial instruments, provided that the subject of these activities are financial instruments specified in Article 70 sect. 2 p. 1 of the Act on Trading in Financial Instruments,
• b/ purchasing or selling financial instruments on own account, excluding such activities performed as a market maker in shares or derivatives of which the underlying is shares,
• c/ providing services in the performance of the concluded underwriting agreements or concluding and performing other agreements of a similar nature, if their subject matter is financial instruments,
• d/ storing or registering financial instruments, including keeping securities accounts, derivatives accounts and omnibus accounts, cash accounts, as well as keeping records of financial instruments,
• e/ preparing investment analyses, financial analyses and other recommendations of a general nature concerning transactions in financial instruments,
• f/ provision of additional services related to the underwriting agreement,
• g/ foreign exchange to the extent related to the Bank's performance of the activities referred to in Article 70 sect.2 of the Act on Trading in Financial Instruments,
• h/ activities performed pursuant to Article 70 sect.2 p.4 of the Act on Trading in Financial Instruments, consisting in granting cash loans for the purpose of making a transaction involving one or more financial instruments, if the transaction is to be made through the Bank."

3/ § 6 shall read as follows:

"The Bank shall observe confidentiality of turnover and balances of bank accounts as well as confidentiality of information on acceptance of items for safekeeping, according to Banking Law."

II. The current wording of the Articles of Association editorial units affected by the amendments:

1/ the current wording of § 5 section 3:

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

2/ the current wording of § 10:

"Subject to cases described in Code of Commercial Companies, the General Shareholders' Meeting shall be valid if at least one fourth of the Bank's share capital is represented at the Meeting. Simple majority of votes shall be required for validity of resolutions. A majority of three quarters of votes shall be required for matters regarding amendment of the Articles of Association, dissolution or merger of the Bank, issuance of convertible bonds and bonds with pre-emptive rights, retirement of shares (subject to Art. 415 § 4 of the Code of Commercial Companies), decrease of share capital, increase of share capital and sale of the enterprise or its organised part; and a majority of two thirds in matters regarding a material change of the Bank's operation."

3/ the current wording of § 5 section 1 and 2:

• "1. The activity of the Bank shall comprise performance of the following banking activities:
  • 1) accepting cash deposits payable on demand or at a specified date, and keeping the accounts of these deposits,
  • 2) keeping other bank accounts,
  • 3) granting loans,
  • 4) issuing and confirming bank guarantees and opening and confirming letters of credit,
  • 5) issuing bank debt securities,
  • 6) conducting bank monetary settlements,
  • 7) granting cash loans and consumer loans as defined in a separate act of law,
  • 8) operations on cheques and bills of exchange and operations on warrants,
  • 9) issuing payment cards and performing operations with their use,
  • 10) forwards and futures,
  • 11) purchasing and selling cash receivables,
  • 12) storing items and securities and providing safe deposit boxes,
  • 13) purchasing and selling foreign currencies,
  • 14) providing and confirming sureties,
  • 15) implementing commissioned activities related to the issue of securities,
  • 16) intermediating in money transfers and settlements in foreign exchange dealings, including settling operations related to payment cards in foreign exchange dealings,
  • 17) provision of the following payment services:
    • a/ accepting cash deposits and withdrawing cash from a payment account and all actions necessary for the operation of the account (art. 3 section 1 item 1 of the Payment Services Act),
    • b/ execution of payment transactions, including the transfer of funds to a payment account with the user's provider or with another account provider (art. 3 section 1 item 2 of the Payment Services Act):
      • by performing direct debit services, including one-off direct debits,
      • with the use of a payment card or similar payment instrument,
      • through the execution of transfer order services, including standing orders,
    • c/ execution of the payment transactions listed in subitem b/, debiting the amount of money made available to the user on account of a loan (art. 3 section 1 item 3 of the Payment Services Act),
    • d/ issuing payment instruments (art. 3 section 1 item 4 of the Payment Services Act),
    • e/ enabling the acceptance of payment instruments and the execution of payment transactions initiated by the payer's payment instrument by or through the merchant, consisting in particular in the handling of authorisations, sending to the issuer of a payment instrument

or payment systems of payment orders of the payer or merchant, aimed at transferring funds due to the merchant, except for activities consisting in clearing and settling these transactions within the payment system in the meaning of the Settlement Finality Act (acquiring) (art. 3 section 1 item 5 of the Payment Services Act),

• f/ provision of the service of initiating a payment transaction (art. 3 section 1 item 7 of the Payment Services Act),
• g/ provision of account information access service (art. 3 section 1 item 8 of the Payment Services Act),
• 18) performing the activities of representing bank in the meaning of the Act on Bonds.
• 1. Operations of the Bank shall also include performance of the following activities, other than those listed in Sec. 1, i.e.:
  2. 1) acquiring or purchasing shares of stock and rights under shares of another legal person and participation units in investment funds; carrying out business projects jointly with other legal and natural persons,
  3. 2) organising and running leasing activities,
  4. 3) assuming commitments related to the issue of securities,
  5. 4) trading in securities,
  6. 5) keeping deposit accounts for securities,
  7. 6) performing, within statutory limits and under terms and conditions agreed with the debtor, conversion of cash receivables to assets of the debtor,
  8. 7) purchasing and selling real property,
  9. 8) rendering consulting and advisory services in financial matters,
  10. 9) running factoring and forfaiting operations,
  11. 10) providing insurance intermediation services,
  12. 11) providing trust services and issuing electronic identification means in the meaning of provisions on trust services,
  13. 12) rendering intermediation services, including agency services, to financial entities and institutions, in particular to brokerage houses, entities providing leasing services and other banks,
  14. 12¹) credit and loan intermediation,
  15. 13) conducting commissioned activities related to the management of securities, trading in such securities on own account or for a third party,
  16. 14) activities, to which the Bank is authorized under other acts of law:
      • a/ rendering intermediation services to investment fund companies and investment funds, to the extent defined in the Act on Investment Funds and managing alternative investment funds,
      • b/ exercising the function of a depositary of pension and investment funds, managing securitised debts of securitisation funds,
      • c/ keeping securities accounts and omnibus accounts,
      • d/ performing the function of agent of an issue of securities in the meaning of the Act on Trading in Financial Instruments,
  17. 15) providing financial services connected with trading in financial instruments and securities issued abroad and their safekeeping,
  18. 16) intermediating in trading in shares of commercial law companies,
  19. 17) managing third-party funds,
  20. 18) acquiring investment certificates of investment funds,
  21. 19) managing a third-party register of participants of an investment fund and a register of members of a pension fund,
  22. 20) intermediating in the trading in receivables,
  23. 21) performing custody services,
  24. 22) performing actions connected with the issue and servicing of financial instruments, which are not securities,
  25. 23) providing underwriting services,
  26. 24) rendering services of keeping accounting books for entities referred to in Sec. 5,
  27. 25) conducting brokerage activity, to the extent admissible under separate regulations,
  28. 26) activities from the scope of actions performed on the basis of art. 70 sect. 2 of the Act on Trading in Financial Instruments, consisting in:
      • a/ accepting and sending orders for purchase or sale of financial instruments,

b/ carrying out orders, mentioned in sub-item a/, on the account of the party placing the order, c/ purchasing or selling financial instruments on own account,

• d/ investment advice,
• e/ offering financial instruments,
• f/ providing services in the performance of the concluded underwriting agreements or concluding and performing other agreements of a similar nature, if their subject matter is financial instruments,
• 27) providing services of reporting to trade repositories in the meaning of Regulation (EU) No 648/2012 of the European Parliament and of the Council on OTC derivatives, central counterparties and trade repositories, of information about derivative contracts concluded by a counterparty with the Bank,
• 28) confirming data with use of electronic identification means of the Bank's ICT system, pursuant to provisions of telecommunication law,
• 29) performing the function of agent in the meaning of art. 2 item 1 of the Payment Services Act, as regards intermediation in conclusion of agreements on provision of acquiring services."

4/ the current wording of § 6:

"The Bank shall observe confidentiality of turnover and balances of bank accounts as well as confidentiality of information on rental of safe deposit boxes and acceptance of items for safekeeping, according to Banking Law."

Information for shareholders

The Management Board informs that only the following persons have the right to take part in the General Meeting, pursuant to art. 406¹, art. 406² and art. 406³ of the Code of Commercial Companies:

(i) persons who are the Bank's shareholders (i.e. persons authorized under registered or bearer shares) sixteen days before the date of the General Meeting, i.e. on 11 March 2024 (day of registration of participation in the General Meeting, hereinafter: "Registration Day") provided that they present to the undertaking keeping their securities account or holder of the aggregate account, on which their shares are recorded (hereinafter: "Issuer"), a demand to issue a registered certificate of right to take part in the General Meeting, in the period from the day of announcement of convening the General Meeting, i.e. 29 February 2024, until the first weekday after Registration Day, i.e. 12 March 2024 (hereinafter: "Demand to Issue a Certificate"),

(ii) pledgees and usufructuaries, who have voting rights, if setting-up in their favour of a limited property right is registered on the securities account on Registration Day, and if they presented to the Issuer the Demand to Issue a Certificate, in the period specified in point (i) above.

At the same time, in the context of the above, the Management Board notes that, from 1 March 2021, due the coming into force of regulations on obligatory dematerialization of shares of joint stock companies, the Code of Commercial Companies shall be changed so that i.a. provisions shall be revoked, which concern keeping by joint stock companies of a shares register (in which i.a. information was entered regarding persons of shareholders authorised under registered shares as well as share pledgees and usufructuaries). This means that from the 1st of March 2021 there is no possibility to take part in the General Meeting on the basis of an entry in the shares register, because the amendment of the law resulted in cessation of keeping the shares register (the Bank ceased to keep the shares register from end of the day of 28 February 2021).

Thus, shareholders who in previous years did not perform any activities in order to participate in the General Meeting due to an entry in the share register, from 1 March 2021 are obliged to perform the activities referred to in point (i) above.

The Management Board also points out that shareholders wishing to participate in the General Meeting and holding registered shares of the Bank, which remain registered in the register of the sponsor of the issue kept by the Brokerage Office of Bank Millennium S.A., should submit, within the period indicated in point (i) above, a Request to issue a Certificate to the Brokerage Office of Bank Millennium S.A., Marszałkowska 136, 00-004 Warsaw, from 10:00 a.m. to 3:30 p.m. In order to obtain detailed information on this matter, the shareholder may contact the Brokerage Office of Bank Millennium S.A. by phone (between 10:00 a.m. and 4:30 p.m.) at 801 601 601 or by e-mail: bm.pok_warszawa@bankmillennium.pl

Upon demand of the holder of rights under the Bank's shares, pledgee or usufructuary in the wording of the registered certificate of right to take part in the General Meeting, part or all of the Bank's shares, registered on the securities account, should be identified.

Based on received Demands to Issue a Certificate and issued registered certificates of right to participate in the General Meeting, the Issuer shall furnish Krajowy Depozyt Papierów Wartościowych S.A., with lists being the basis for preparation by Krajowy Depozyt Papierów Wartościowych S.A. of a list of persons authorised to take part in the General Meeting. The list received from Krajowy Depozyt Papierów Wartościowych S.A. shall be the basis for preparation by the Bank's Management Board of a list of shareholders authorised from shares as well as of pledgees and usufructuaries, who have voting rights, eligible for participation in the General Meeting.

The list of shareholders entitled to participate in the General Meeting will be prepared by the Management Board and displayed at the Bank's registered office (i.e. Stanisława Żaryna 2A Street, 02-593 Warsaw) from 09:00 a.m. to 4:30 p.m. during each of the three weekdays before the day of the General Meeting (i.e. between 22 March 2024 to 26 March 2024).

A shareholder of the Bank may request that the list of shareholders be sent to him free of charge to the electronic delivery address referred to in Article 407 § 1¹ of the CCC or by e-mail, stating the address to which the list should be sent. A shareholder may make the aforementioned request by email to the following address: wza@bankmillennium.pl

Selected rights of shareholders concerning the General Meeting

A shareholder or shareholders representing at least one twentieth of the Bank's share capital are entitled to:

(i) demand that specific matters be put on the agenda of the General Meeting; such demand should be submitted to the Management Board no later than twenty-one days before the date of the General Meeting, i.e. by 6 March 2024; it should include a draft resolution concerning the proposed item of the agenda and the grounds for the adoption thereof; the demand may be submitted by email to the following address: wza@bankmillennium.pl,

(ii) submit to the Bank before the date of the General Meeting in writing, or by email sent to wza@bankmillennium.pl, proposed resolutions concerning matters put on the agenda of the General Meeting or matters that are to be put on the agenda.

During the General Meeting each shareholder of the Bank may submit resolution proposals concerning matters that have been put on the agenda.

Manner of participation in the General Meeting and exercise of voting rights

A shareholder who is a natural person may participate in the General Meeting and exercise the voting right in person or by proxy. A shareholder other than a natural person may participate in the General Meeting and exercise the right to vote through a person authorized to make declarations of will on his behalf or through a proxy. The power of attorney should be made in writing or granted in electronic form. A power of attorney granted in electronic form does not require a qualified electronic signature. The Bank should be notified of the granting of a power of attorney in electronic form via e-mail to the address wza@bankmillennium.pl

In order to identify the shareholder granting the power of attorney, the notification on granting the power of attorney in electronic form should contain (as an attachment):

(i) in the case of a shareholder who is a natural person, a copy of the shareholder's identity card, passport or other official identity document (scanned into a PDF file) - only in the scope of data that make it possible to identify the shareholder, i.e. name(s) and surname, document series and number, date of issue and expiration date of the document; other personal data should be anonymized so that they cannot be read, in addition, for security purposes it is recommended to cross out with a diagonal line (across) the pages of the document, but in such a way that the required data remain legible, and add a note "Copy only for the purpose of participating in the General Meeting of Bank Millennium S.A.". - sample copies of partially anonymized documents are attached as Appendix No. 1 to this Announcement; or

(ii) in the case of a shareholder other than a natural person – a copy of an excerpt from the relevant register or another document confirming the authorization of the natural person(s) to represent the shareholder at the General Meeting (e.g. an uninterrupted sequence of powers of attorney).

In case of doubt as regards the authenticity of the copies of the abovementioned documents:

(i) in the case of a shareholder who is a natural person the right shall be reserved to verify the data, which may, in particular, consist of a return question in electronic or telephone form addressed to the shareholder or proxy, while in case of doubt and according to the circumstances, other measures may be taken to verify the data; or

(ii) in the case of a shareholder other than a natural person – the right shall be reserved to demand that the proxy present the following at the time of making the attendance register the original or a copy certified as a true copy by a notary public or other entity authorized to certify as a true copy, an excerpt from the relevant register or another document confirming the authorization of the natural person(s) to represent the shareholder at the General Meeting (e.g. an uninterrupted series of powers of attorney).

In order to identify the representative, the right to request the representative to present, when drawing up the attendance list:

(i) in the case of a representative who is a natural person, the identity card, passport or other official identity document of the representative; or

(ii) in the case of a representative other than a natural person, the original or a copy certified as a true copy by a notary public or other body entitled to certify as a true copy, an extract from the relevant register or another supporting document authorization of a natural person(s) to represent a shareholder at the General Meeting (e.g. an uninterrupted sequence of powers of attorney).

The forms referred to in Article 402³ § 1 item 5 of the CCC, allowing for the exercise of voting rights by a proxy, are made available on the website of the: https://www.bankmillennium.pl/o-banku/walne-zgromadzenia-akcjonariuszy

The Bank does not impose an obligation to grant a power of attorney on the above form.

Please also note that in the case of the granting by a shareholder of a power of proxy with a voting instruction, the Bank will not verify whether the proxies exercise the voting rights in accordance with the instructions received from the shareholders.

In view of the foregoing, please note that the voting instruction should be delivered to the proxy only.

A shareholder has the right to ask questions concerning matters placed on the agenda of the General Meeting. A shareholder's question including a request for information concerning the Bank may be presented during the General Meeting if such a request is justified for the assessment of the matter included in the agenda. The Management Board of the Bank may provide information in writing outside the General Meeting if there are important reasons for doing so, and the information shall be provided no later than within two weeks from the date of submitting the request during the General Meeting.

The answer shall be deemed to have been given if the relevant information is available on the Bank's website in a place designated for shareholder questions and answers thereto.

Information shall be refused to be provided if provision of information could cause a harm to the Bank, affiliated company or subsidiary. Member of the Management Board shall have the right to refuse providing information if such provision could constitute grounds for his/her criminal, civil law or administrative liability.

The By-laws of the General Meeting do not provide for the possibility of exercising voting rights by correspondence.

It is not possible to: (i) participate in the General Meeting using electronic means of communication, (ii) speak during the General Meeting using means of electronic communication, (iii) exercise voting rights using electronic means of communication.

The Management Board informs that the General Meeting shall be broadcast in real time via the Internet.

The real-time broadcast shall be available here: https://www.bankmillennium.pl/o-banku/walne-zgromadzenia-akcjonariuszy

Materials concerning the General Meeting

Pursuant to Article 395 § 4 of the CCC, documents corresponding to the contents of Management Board's report on the Bank's activity, financial report, Supervisory Board report or audit report are issued to a shareholder at the shareholder's request, which may be submitted from the date of convening the Ordinary General Meeting, i.e. from 29 February 2024. The documents shall be made available immediately, no later than within two weekdays from the date of the request. At the shareholder's request, the documents shall be made available in electronic form, including by means of electronic communication.

Subject to the provisions to Article 395 § 4 of the CCC, full text of documentation, which is to be submitted to General Meeting, including draft resolutions or, if adoption of resolutions is not foreseen, comments of the Management Board or of the Supervisory Board regarding matters included on the General Meeting agenda or matters, which are to be included on the agenda before the General Meeting date will be available only in electronic form on the Bank's website:

https://www.bankmillennium.pl/en/about-the-bank/general-shareholders-meetings

Registration of attendance at the General Meeting

Persons entitled to participate in the General Meeting who intend to attend in the meeting room are asked to register and get tablet half an hour before the beginning of the General Meeting.

Other information

Information on the General Meeting will be made available on the website of Bank: https://www.bankmillennium.pl/o-banku/walne-zgromadzenia-akcjonariuszy

Information related to the processing of personal data by the Bank is available on the https://www.bankmillennium.pl/ochrona-danych website and on the https://www.bankmillennium.pl/o-banku/walne-zgromadzenia-akcjonariuszy website.

The Management Board informs that in matters not covered by this announcement, the provisions of the CCC, the Articles of Association and the Regulations of the General Meeting shall apply, and therefore asks the Bank's shareholders to familiarize themselves with the above regulations.

If you have any further queries or doubts connected with General Meeting, please do not hesitate to contact the Bank by sending email to wza@bankmillennium.pl

Appendix No. 1 – Examples of partially anonymized identity documents.

Identification card – example

Rzeczpospolita Polska Republic of Poland Dowod osobisty Identity card
NAZWISKO/ SURNAME Kowalski IMIONA/ GIVEN NAMES JAN
OBYWATELSTWO/ NATION	DATA URODZENIA/ DATE OF BIRTH
SERIA NUMER DOKUMENTU/ DOCUMENT NUMBER ZZC108201	PLECI SEX
TERMIN WAŻNOŚCI/ EXPIRY DATE 02.08.2031
PODPIS/ SIGNATURE
	NUMER CAN/ CAN