AGM Information • Feb 29, 2024
AGM Information
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DRAFT
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 Ms./Mr. as ___________________ Chairperson of the Ordinary General Meeting.
Justification:
The Chairperson of the General Meeting shall be elected from among the persons entitled to participate in the General Meeting.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 in the matter of approval for financial year 2023: 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 2023 containing:
a/ profit and loss account for the period from 1 January do 31 December 2023 showing a profit of PLN 510 259 thousand;
b/ total income report for the period from 1 January do 31 December 2023 showing a profit of PLN 1 209 770 thousand;
c/ balance sheet prepared as of 31 December 2023, which on the assets and liabilities side shows the total of PLN 124 887 757 thousand;
d/ statement on changes in equity from 1 January do 31 December 2023;
e/ cash flow account for the period from 1 January do 31 December 2023 showing an increase of net cash flow by the sum of PLN 4 165 324 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 2023;
3/ combined ESG Report of Bank Millennium S.A. and Bank Millennium S.A. Capital Group on financial year 2023.
§ 2
The Resolution shall come into force as of the day of its adoption.
The financial report of Bank Millennium S.A. for financial year 2023, combined Management Board Report on the activity of Bank Millennium S.A. and Bank Millennium S.A. Capital Group in financial 2023, combined ESG report of Bank Millennium S.A. and Bank Millennium S.A. Capital Group for financial year 2023 and the Management Board motion on the distribution of profit for financial year 2023 were examined by the Supervisory Board, in the mode required by law.
The Supervisory Board recognised that the above documents were prepared correctly in terms of the content and form, comply with the books and documents, as well as with the actual status, and provide an accurate reflection of the status of the financial results and activity of the Bank and Bank Capital Group in the financial year 2023.
The financial report of Bank Millennium S.A. Capital Group for financial year 2023 was audited by an independent auditor examining the reports of the Bank and Bank Millennium S.A. Capital Group. The auditor also performed the assessment, to the extent required by law, of the combined Management Board report on the activity of the Bank and the Bank Capital Group in financial year 2023.
The auditor in its issued opinion stated in particular that financial report give a true and fair view of the economic and financial position of the Bank as at December 31, 2023.
In the opinion of the Bank's Management Board, the above evaluations constitute a proper recommendation to the General Meeting for the approval of the submitted documents in accordance with this draft resolution.
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 2023 containing: a/ consolidated profit and loss account for the period from 1 January do 31 December 2023 showing a profit of PLN 575 717 thousand;
b/ consolidated total income report for the period from 1 January do 31 December 2023 showing a profit of PLN 1 400 489 thousand;
c/ consolidated balance sheet prepared as of 31 December 2023, which on the assets and liabilities side shows the total of PLN 125 520 004 thousand;
d/ statement on changes in consolidated equity from 1 January to 31 December 2023;
e/ consolidated cash flow account for the period from 1 January do 31 December 2023 showing an increase of net cash flow by the sum of PLN 4 268 258 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.
Justification:
The financial report of Bank Millennium S.A. Capital Group for financial year 2023 was audited by an independent auditor examining the reports of the Bank and Capital Group of Bank Millennium S.A.
The auditor in its issued opinion stated in particular that the consolidated financial report of the Bank Millennium S.A. Capital Group give a true and fair view of the economic and financial position as at December 31, 2023.
The documents referred to in the draft resolutions have been audited in accordance with the procedure required by the Supervisory Board.
The Supervisory Board recognised that the above documents were prepared correctly in terms of the content and form, comply with the books and documents, as well as with the actual status, and provide an accurate reflection of the status of the financial results and activity of the Bank Capital Group in the financial year 2023.
In the opinion of the Bank's Management Board, the above evaluations constitute a proper recommendation to the General Meeting for the approval of the submitted documents in accordance with this draft resolution.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 in the matter of approving the annual report of the Supervisory Board for the financial year 2023
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:
The Ordinary General Meeting 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. ("Supervisory Board") for the financial year 2023 covering:
§ 2 The Resolution shall come into force as of the day of its adoption.
The financial report of Bank Millennium S.A. and financial report of the Bank's Capital Group for financial year 2023, combined report of the Management Board from the activity of the Bank and the Bank's Capital Group in financial year 2023, combined ESG report of Bank Millennium S.A. and Bank Millennium S.A. Capital Group for financial year 2023 and the Management Board motion on the distribution of profit for financial year 2023 were examined by the Supervisory Board, in the mode required by law.
The Supervisory Board recognized that the above documents were prepared correctly in terms of the content and form, comply with the books and documents, as well as with the actual status, and provide an accurate reflection of the status of the financial results and activity of the Bank and the Bank Capital Group in the financial year 2023 and proposed by the Management Board the coverage of the loss was justified.
Moreover, the Supervisory Board performed suitable evaluations and issued appropriate opinions in accordance with the requirements of the "Principles of the Corporate Governance for Supervised Institutions" adopted by the Polish Financial Supervision Authority, as well as "Best Practice of Companies Listed on the WSE 2021".
Pursuant to art. 395 § 2 item 2 and art. 347 of the Code of Commercial Companies and § 8 sect. 1 item 2, § 36 and § 37 of the Bank's Articles of Association, the Ordinary General Meeting resolves as follows:
To distribute the profit of Bank Millennium S.A. for the financial year ending on 31 December 2023 in the amount of 510 259 398,40 PLN, the Ordinary General Meeting shall allocate the whole amount to the reserve capital.
The Resolution shall come into force as of the day of its adoption.
Justification:
Taking into account the fact that in the Recovery Plan and the Capital Protection Plan, the Bank adopted the assumption that no dividend would be paid from the 2023 profit, as well as taking into account the recommendation of the Polish Financial Supervision Authority formulated in the letter of 22 February 2024 regarding the non-payment of dividends, the Management Board of the Bank proposes to the General Meeting to retain the entire net profit generated in 2023 in the Bank's own capitals. The Supervisory Board recommended to the General Meeting to adopt the Management Board's motion.
The resolutions pertain to matters which must be considered by the Ordinary General Meeting upon the completion of the financial year.
The Supervisory Board of Bank Millennium S.A. issued a positive opinion concerning the activities of the Management Board implemented in 2023 and recommends granting discharge for all Management Board Members of the Bank in regard of the performance of their duties in 2023.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 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 2023
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 1.01.2023 till 31.12.2023.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 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 2023
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 1.01.2023 till 31.12.2023.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 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 2023
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 1.01.2023 till 31.12.2023.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 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 2023
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 1.01.2023 till 31.12.2023.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 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 2023
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 1.01.2023 till 31.12.2023.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 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 2023
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 1.01.2023 till 31.12.2023.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 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 2023
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 1.01.2023 till 31.12.2023.
The resolutions pertain to matters which must be considered by the Ordinary General Meeting upon the completion of the financial year.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 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 2023
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 1.01.2023 till 31.12.2023.
DRAFT
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 1.01.2023 till 31.12.2023.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 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 2023
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 of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2023 till 31.12.2023.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 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 2023
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 1.01.2023 till 31.12.2023.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 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 2023
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 of the Supervisory Board of Bank Millennium S.A., in regard of the performance of her duties for the period from 1.01.2023 till 31.12.2023.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 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 2023
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 of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2023 till 31.12.2023.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 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 2023
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 of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2023 to 31.12.2023.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 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 2023
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 of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 1.01.2023 till 31.12.2023.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 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 2023
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 1.01.2023 till 31.12.2023.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 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 2023
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 1.01.2023 till 31.12.2023.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 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 2023
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 of the Supervisory Board of Bank Millennium S.A., in regard of the performance of his duties for the period from 1.01.2023 till 31.12.2023.
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 1.01.2023 till 31.12.2023.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 in the matter of performing the assessment of the remuneration policy at Bank Millennium S.A.
With reference to § 28 sect. 3 and 4 of the "Principles of the Corporate Governance for Supervised Institutions", adopted by the Polish Financial Supervision Authority on 22.07.2014, the Ordinary General Meeting resolves as follows:
§ 1
The Ordinary General Meeting, based on information included in (i) presented to General Meeting the report of Supervisory Board from assessment of the performance of the remuneration policy at Bank Millennium S.A. (ii) the combined Management Board report on the activity of Bank Millennium S.A. and Bank Millennium S.A. Capital Group in 2023, (iii) the combined ESG report of Bank Millennium S.A. and Bank Millennium S.A. Capital Group for financial year 2023, concludes 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.
Justification:
Pursuant to the contents of § 28 sect. 4 of "Principles of the Corporate Governance for Supervised Institutions" ("Principles") the Ordinary General Meeting should assess if the established remuneration policy is conducive to the development and safety of the Bank's activity. The grounds for this assessment constitute: prepared by Supervisory Board and presented to General Meeting report from assessment of the performance of the remuneration policy at Bank Millennium S.A. as well as information contained in combined Management Board report on the activity of Bank Millennium S.A. and Bank Millennium S.A. Capital Group in 2023.
The wording of the relevant provisions of § 28.3 and 28.4 of the Principles is as follows: "3. The supervisory authority prepares and submits to the decision-making body once a year a report on the assessment of the functioning of the remuneration policy in the supervised institution. 4. The decision-making body shall assess whether the remuneration policy is conducive to the development and security of the supervised institution's operations."
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 in the matter of expressing the 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.
Justification:
Pursuant to art. 90g sect. 1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies ("Public Offering Act") the supervisory board of a company shall annually prepare a report on remuneration presenting a comprehensive review of remuneration, including all benefits, irrespective of their form, received by particular members of the management board and supervisory board or due to particular members of the management board and supervisory board in the last financial year, in keeping with the remuneration policy.
Bank Millennium is a company, in which - pursuant to art. 395 § 2¹ of the Code of Commercial Companies - the subject of deliberations of the Ordinary General Meeting should be also passing the resolution, mentioned in art. 90g sect. 6 of this Act, i.e. a resolution pronouncing an opinion of the Supervisory Board report on the remuneration of Members of the Bank's Management Board and Supervisory Board in the last financial year.
Passing by the General Meeting of the resolution shall constitute the performance of the obligation, defined in art. 395 § 2¹ of the Code of Commercial Companies.
The report on remuneration contains comprehensive information on remuneration components of Supervisory Board and Management Board of the Bank, presented in a transparent way. In addition was assessed by the auditor with respect to information contained therein as required under art. 90g sec. 1-5 and 8 of the Act dated 29 July 2005 on Public Offering, especially information regarding:
- comprehensive review of remunerations, including all benefits received by particular members of the Management Board and Supervisory Board or due to particular members of the Management Board and Supervisory Board in keeping with the remuneration policy,
- total remuneration in a breakdown into fixed and variable components of remuneration, bonuses and other cash and non-cash benefits which can be awarded to Members of the Management Board and Supervisory Board and mutual proportions between those components of remuneration;
- manner in which total remuneration conforms to approved remuneration policy, including also in what way it is conducive to achieving the company's long-term results;
- manner in which criteria pertaining to results were applied;
- changes, in annual term, in remuneration, a company's results and average remuneration of the employees of that company who are not members of the Management Board or Supervisory Board, over at least the last five financial years, comprehensively, in the manner which renders comparison possible;
- size of remuneration from companies making part of the same capital group in the meaning of the Act of 29 September 1994 on Accounting,
- number of awarded or offered financial instruments and main conditions of exercising rights on such instruments, including price and date of the exercise and their amendment; - using the possibility of demanding the return the variable remuneration component;
- divergences from the procedure of implementing the policy of remuneration and exceptions applied in conformity with the provisions of art. 90f of the Act on Public Offering, including the clarification of the premises and procedure, as well as the indication of elements, with respect to which exceptions were applied,
- value of cash and non-cash benefits granted to relations of members of the Management Board and of the Supervisory Board (if the remuneration of Members of the Management Board and the Supervisory Board includes such benefits).
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 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. 26 of 30 March 2023 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.
Justification:
The Bank's General meeting, by Resolution No. 26 of 30.03.2023 approved the Selection and Suitability Assessment Policy for Supervisory Board Members at Bank Millennium S.A. (the document constituting the policy of selecting and assessing the suitability of members of the Supervisory Board of Bank Millennium S.A. is hereinafter referred to as the "Policy").
The adoption of the Policy was related to the need for the General Meeting to define rules of performing the assessment of suitability of candidates for members, as well as members of the Bank's Supervisory Board, in particular in light of the provisions of art. 22aa of the Act of 29 August 1997 the Banking Law as well as supervisory expectations contained in the Guidelines of the European Banking Authority and the European Securities and Markets Authority on the assessment of the suitability of members of the management body and key function holders, as well as resulting from the Methodology of Assessment of Suitability of Members of Bodies of Entities Supervised by the Polish Financial Supervision Authority (2020).
The Policy document, which is attached to this resolution, is an update in relation to the document adopted by resolution No. 26 of the General Meeting of 30.03.2023. The changes in the currently submitted draft Policy, compared to the document adopted by the General Meeting in 2023, are as follows:
The need to update the Policy comes from the need to ensure that the Policy is fully compliant with the aforementioned legislation.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 on the assessment of the adequacy of internal regulations concerning the functioning of the Supervisory Board and effectiveness of its activity
Acting on the basis of Recommendation Z (recommendation No. 8.9) on internal governance in banks, issued by the Polish Financial Supervision Authority pursuant to Resolution No. 289/2020 of 9 October 2020, the Ordinary General Meeting hereby resolves as follows:
Ordinary General Meeting, taking into account:
assesses that the internal regulations concerning the functioning of the Supervisory Board are adequate and ensure that the Supervisory Board is able to act effectively, and the actions taken by the Supervisory Board in 2023 were effective and efficient.
§ 2
The Resolution shall come into force on the day of its adoption.
The resolution of the General Meeting, covered by this draft, is required by Recommendation Z No. 8.9 of the Polish Financial Supervision Authority, according to which "The adequacy of internal regulations concerning the functioning of the supervisory board and the management board and the effectiveness of the functioning of these bodies should be regularly self-assessed and assessed by the supervisory board – with respect to the management board, and with respect
to the supervisory board – by the general meeting (meeting of representatives). The assessment can be carried out with the support of external advisors.".
Information on the way of implementation of the above recommendation Z No. 8.9 in banks was provided in the PFSA's Position of 31.03.2023, the content of which is made available by the Bank in connection with the convening of the Bank's General Meeting for 27.03.2024.
The resolution of the Supervisory Board on self-assessment, indicated in the content of the resolution no. 28 of the General Meeting being here justified, is published by the Bank, in connection with the convening of the General Meeting, together with the legal opinion of the external advisor referred to in Resolution No. 28 of the General Meeting.
The list of regulations referred to in § 1 section 2 of Resolution No. 28 of the General Meeting includes:
With reference to:
Recommendation No. 9 contained in the Recommendation Z of the Polish Financial Supervision Authority regarding the principles of internal governance in banks, according to which the General Meeting is informed about the adopted by-laws of the supervisory board,
the amendment adopted by the Supervisory Board on 24.07.2023 to the By-laws of the Supervisory Board of Bank Millennium S.A.,
The Ordinary General Meeting resolves as follows:
§ 1
The Ordinary General Meeting of the Bank acknowledges the "Information on the By-laws of the Supervisory Board of Bank Millennium S.A.", constituting an attachment to this resolution.
§ 2
The resolution shall enter into force on the date of its adoption.
Justification:
The obligation to inform the General Meeting about the By-laws of the Bank's Supervisory Board results from recommendation no. 9 contained in the Recommendation Z of the Polish Financial Supervision Authority regarding the principles of internal governance in banks issued in October 2020. The above recommendation states that:
"In view of the responsibility of the general meeting (...) for supervising the performance of tasks by the Supervisory Board, if the By-laws of the Supervisory Board are not adopted by the general meeting (...) but by the supervisory board, the general meeting (...), pursuant to the solution adopted by bank, shall be informed about the adopted By-laws or approve them."
In connection with the amendment to the By-laws of the Bank's Supervisory Board made by the Supervisory Board on 24 July 2023, it is purposeful to inform the General Meeting about the wording of this document after the change.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 in the matter of amending the Bank's Articles of Association in the scope introducing the possibility of issuing capital bonds and in the scope of authorizing the Management Board in the manner referred to in art. 454¹ § 2 of the Commercial Companies Code
Pursuant to art. 430 § 1 of the Commercial Companies Code and § 8 section 2 point 1 of the Articles of Association of Bank Millennium S.A. ("Bank"), the Ordinary General Meeting resolves as follows:
§ 1 The following changes are introduced in Bank's Articles of Association:
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."
§ 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 Articles of Association in accordance with the resolution.
Justification:
The adoption of this resolution by the General Meeting results from the desirability of amending the Bank's Articles of Association to the extent enabling the Bank in the future to use the legal solutions introduced by the amendment to the Commercial Companies Code and the Act on Bonds with respect to the institution of capital bonds. The new regulations, effective from 1.10.2023, allow certain actions only if the company's articles of association provide for them. For this reason, it is justified to introduce the proposed provisions in order to create the possibility of possible future actions by the Bank indicated therein.
(amendments to the Bank's Articles of Association submitted to the current Ordinary General Meeting of the Bank have been divided into a number of resolutions, taking into account the specificity of individual issues covered by each of such amendments. Such a separation is dictated by the recognition of the advisability of separating the individual groups of amendments to the Articles of Association, taking into account the desire to achieve the greatest possible efficiency of the proceedings before the Polish Financial Supervision Authority for the issuance of appropriate permissions, as well as the issue of time optimization of the registration proceedings in the Court).
DRAFT
Pursuant to art. 430 § 1 of the Commercial Companies Code and § 8 section 2 point 1 of the Articles of Association of Bank Millennium S.A. ("Bank"), the Ordinary General Meeting hereby resolves as follows:
§ 1
In § 5 of the Bank's Articles of Association the following changes shall be introduced:
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."
§ 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.
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 Articles of Association in accordance with the resolution.
The adoption of the said resolution by the General Meeting results from the advisability of amending the Bank's Articles of Association in scope introducing provisions on capital instruments including perpetual bonds.
The purpose of the amendments to the Articles of Association is to introduce provisions indicating certain types of capital instruments, i.e. capital instruments eligible for Tier 1 or Tier II capital, as well as perpetual bonds. The possibility of issuing such capital instruments exists in the light of the stage of development of the capital markets and legal regulations. In addition, a provision is added specifying that issues may be made under Polish or foreign law.
There is no legal requirement that the issuance of perpetual bonds or Tier I/Tier II equity instruments is permissible only if the company's articles of association provide for such a possibility. However, from the point of view of good practices in the company, it seems appropriate, at the current stage of development of financial markets, to make a reference in the Bank's Articles of Association in this regard.
With the addition of such provisions, the Articles of Association, as the highest internal normative act in the Bank, will provide for certain key types of instruments to be issued by the company's governing bodies if they deem it is needed to issue them.
(amendments to the Bank's Articles of Association submitted to the current Ordinary General Meeting of the Bank have been divided into a number of resolutions, taking into account the specificity of individual issues covered by each of such amendments. Such a separation is dictated by the recognition of the advisability of separating the individual groups of amendments to the Articles of Association, taking into account the desire to achieve the greatest possible efficiency of the proceedings before the Polish Financial Supervision Authority for the issuance of appropriate permissions, as well as the issue of time optimization of the registration proceedings in the Court).
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2024 on amending the Bank's Articles of Association with respect to the subject of the Bank's activity, in order to adapt it to the amendments to the Banking Law and the Act on Trading in Financial Instruments and to in scope repealing the provisions concerning non-performed activities
Pursuant to Article 430 § 1 of the Commercial Companies Code and § 8 section 2 point 1 of the Articles of Association of Bank Millennium S.A. ("Bank"), the Ordinary General Meeting hereby resolves as follows:
§ 1 The Bank's Articles of Association are amended as follows: 1/ in § 5 section 1 and section 2 shall read as follows:
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:
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."
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.
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 Articles of Association in accordance with the resolution.
The adoption of this resolution by the General Meeting results from the need to adapt the wording of the Bank's Articles of Association, in the part concerning the regulation of the subject of activity, to the amendments to the Banking Law and the Act on Trading in Financial Instruments, introduced by the Act of 16.08.2023 "Amending certain acts in connection with ensuring the development of the financial market and the protection of investors on this market". These changes came into force on 29.09.2023. There is a need to reflect the new regulations of the Banking Law in the provisions of Articles of Association (i.e. amendments to Articles 5 and 6 of the Act, defining banking activities and other activities that may be performed by banks).
The new provisions of the law have updated the catalogue of banking activities or activities permitted to be performed by banks included in Articles 5-6 of the Banking Law by deleting activities such as forward financial operations, taking up or acquiring shares and rights attached to shares, shares of another legal person and participation units in investment funds, incurring liabilities related to the issue of securities, trading in securities. Therefore, the proposed amendments to the Bank's Articles of Association contain appropriate modifications to the content of the Articles of Association (i.e. deletions in paragraph 5: in section 1 point 10; in section 2 points 1, 3 and 4). Investment activities are now covered by the provisions of the new section 2¹ in Paragraph 5.
In addition, the amendments to the Articles of Association are necessary due to the amendment to Article 31 section 3 point 2) of the Banking Law Act, which specifies the obligation to include in the bank's Articles of Association provisions detailing banking activities and other activities to which the bank is authorized, including the determination of brokerage activities performed within a separate organizational unit of the bank, as well as those performed outside such a unit.
The descriptions on Articles of Association of activities have been amended to take into account the amendments to the provisions of the Act on Trading in Financial Instruments (Article 69 section 4 point 1), which now also includes a provision on keeping records of financial instruments, and Article 70 section 2 of the Act, which indicates the activities that a bank with its seat in the Republic of Poland may perform outside a brokerage office, i.e. a unit separated in the bank organizationally and performing brokerage activities.
As a result of the introduction of a uniform banking licence under the new law, banks in Poland may conduct brokerage activities on the basis of the bank's articles of association after obtaining a permit from the Polish Financial Supervision Authority referred to in the provisions of the Banking Law. In view of the above, the scope of investment activities that banks have so far carried out on the basis of permits issued by the Polish Financial Supervision Authority should be reflected in detail in their statutes.
In connection with the new regulations, the draft amendments to the Bank's Articles of Association provide for the inclusion in the Articles of Association of (i) a list of brokerage activities performed by the Bank's brokerage house – Par. 5 sect. 2 point 25 (such a list has been prepared on the basis of supervisory decisions authorizing Bank Millennium to perform such activities), (ii) a description of the activity in the editorial office required by law, in the scope of investment activities performed outside the brokerage house (Par. 5 sect. 2¹ of the Articles of Association, previously such a description was partially included in Paragraph 5 sect. 2 point 26.
In addition, appropriate deletions were made in the Articles of Association in connection with the fact that the Bank does not offer the service of providing safe deposit boxes and does not perform activities of organizing and conducting leasing activities (leasing activity is conducted in a subsidiary of the Bank, i.e. Millennium Leasing Sp. z o.o.). These amendments (deletions) concern Paragraph 5(2)(2) and Section 5(1)(12) and Paragraph 6.
In addition to the above amendments, the draft of this resolution amending the Articles of Association contains the proposed editorial changes (amended introductory sentences in Par. 5 section 1 and section 2) and deletion (Par. 5 section 2 point 14c) related to the transfer of the entry to another editorial unit (Par. 5 section 2¹ subsection d/).
(amendments to the Bank's Articles of Association submitted to the current Ordinary General Meeting of the Bank have been divided into a number of resolutions, taking into account the specificity of individual issues covered by each of such amendments. Such a separation is dictated
by the recognition of the advisability of separating the individual groups of amendments to the Articles of Association, taking into account the desire to achieve the greatest possible efficiency of the proceedings before the Polish Financial Supervision Authority for the issuance of appropriate permissions, as well as the issue of time optimization of the registration proceedings in the Court).
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