AGM Information • Feb 27, 2025
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 2025 in the matter of approval for financial year 2024: 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 which includes, in particular, the sustainability reporting 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 2024 containing:
a/ profit and loss account for the period from 1 January till 31 December 2024 showing a profit of PLN 643 103 thousand;
b/ total income report for the period from 1 January till 31 December 2024 showing a profit of PLN 671 150 thousand;
c/ balance sheet prepared as of 31 December 2024, which on the assets and liabilities side shows the total of PLN 137 699 862 thousand;
d/ statement on changes in equity from 1 January till 31 December 2024;
e/ cash flow account for the period from 1 January till 31 December 2024 showing an decrease of net cash flow by the sum of PLN 4 331 784 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 2024, which includes, in particular, the sustainability reporting of Bank Millennium S.A. and Bank Millennium S.A. Capital Group.
The Resolution shall come into force as of the day of its adoption.
The financial report of Bank Millennium S.A. for financial year 2024, combined Management Board Report on the activity of Bank Millennium S.A. and Bank Millennium S.A. Capital Group in financial 2024 which includes, in particular, the sustainability reporting of Bank Millennium S.A. and Bank Millennium S.A. Capital Group, and the Management Board motion on the distribution of profit for financial year 2024 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 of the Bank and activity of the Bank and Bank Capital Group in the financial year 2024.
The financial report of Bank Millennium S.A. Capital Group for financial year 2024 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 2024.
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, 2024.
Sustainability reporting of Bank Millennium S.A. and the Bank Millennium S.A. Group (contained in the combined Management Board Report on the activity of Bank Millennium S.A. and Bank Millennium S.A. Capital Group in the financial year 2024) has been attested by an audit firm in accordance with the requirements of the law. The attestation report prepared by this audit firm, together with the opinion, were presented by the Bank in materials published in connection with the General Meeting convened for 27 March 2025.
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 2024 containing: a/ consolidated profit and loss account for the period from 1 January till 31 December 2024 showing a profit of PLN 719 209 thousand;
b/ consolidated total income report for the period from 1 January till 31 December 2024 showing a profit of PLN 876 737 thousand;
c/ consolidated balance sheet prepared as of 31 December 2024, which on the assets and liabilities side shows the total of PLN 139 151 532 thousand;
d/ statement on changes in consolidated equity from 1 January till 31 December 2024;
e/ consolidated cash flow account for the period from 1 January till 31 December 2024 showing an decrease of net cash flow by the sum of PLN 4 334 597 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 2024 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, 2024.
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 2024.
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 2025 in the matter of approving the annual report of the Supervisory Board for the financial year 2024
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 2024 covering:
system risk management and internal control system and remuneration policy in banks, and in connection with the requirements set out in the Conflicts of Interest Management Policy in Bank Millennium S.A. and in the document Anti-corruption in Bank Millennium S.A. Principles and guidelines),
§ 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 2024, combined report of the Management Board from the activity of the Bank and the Bank's Capital Group in financial year 2024 which includes, in particular, the sustainability reporting of Bank Millennium S.A. and Bank Millennium S.A. Capital Group, and the Management Board motion on the distribution of profit for financial year 2024 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 2024 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".
DRAFT
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 2024 in the amount of 643 103 011,05 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.
Taking into account the position of the Commission on the dividend policy of commercial banks for 2025 formulated in the letter of Polish Financial Supervision Authority of 10 January 2025, the Management Board of the Bank proposes to the General Meeting to retain the entire net profit generated in 2024 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 2024 and recommends granting discharge for all Management Board Members of the Bank in regard of the performance of duties in 2024.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 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 2024
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 1.01.2024 till 31.12.2024.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 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 2024
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 1.01.2024 till 31.12.2024.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 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 2024
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 1.01.2024 till 31.12.2024.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 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 2024
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 1.01.2024 till 31.12.2024.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 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 2024
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 1.01.2024 till 31.12.2024.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 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 2024
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 1.01.2024 till 31.12.2024.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 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 2024
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 1.01.2024 till 31.12.2024.
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 2025 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 2024
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 1.01.2024 till 31.12.2024.
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 1.01.2024 till 31.12.2024.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 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 2024
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 1.01.2024 till 31.12.2024.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 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 2024
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 1.01.2024 till 31.12.2024.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 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 2024
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 1.01.2024 till 31.12.2024.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 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 2024
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 1.01.2024 till 31.12.2024.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 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 2024
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 1.01.2024 to 31.12.2024.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 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 2024
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 1.01.2024 till 31.12.2024.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 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 2024
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 1.01.2024 till 31.12.2024.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 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 2024
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 1.01.2024 till 31.12.2024.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 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 2024
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 1.01.2024 till 31.12.2024.
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 1.01.2024 till 31.12.2024.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 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 on execution of remuneration policy in Bank Millennium S.A. in 2024" (ii) the combined Management Board report on the activity of Bank Millennium S.A. and Bank Millennium S.A. Capital Group in 2024, 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 on execution of remuneration policy in Bank Millennium S.A. in 2024", 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 2024.
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 2025 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:
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.
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
Pursuant to Article 392 § 1 of the Code of Commercial Companies and § 8 sect. 2 item 4 of the Articles of Association of Bank Millennium S.A. ("Bank") and pursuant to Article 90d of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies (the "Act"), The Ordinary General Meeting resolves as follows:
§ 1
The Ordinary General Meeting adopts the Remuneration Policy for Members of the Management Board and Supervisory Board of Bank Millennium S.A., as attached to this resolution.
§ 2
The Remuneration Policy for Members of the Management Board and Supervisory Board of Bank Millennium S.A. adopted by Resolution No. 27 of 24 March 2021 of the Ordinary General Meeting of Bank Millennium S.A. is hereby repealed.
§ 3 The resolution shall come into force as of the day of its adoption.
The obligation to adopt the Policy by the General Meeting results from Article 90d section 1 of the above Act. The legal basis for the adoption of the Policy by the General Meeting is also Article 392 § 1 of the Code of Commercial Companies and § 8 section 2 point 4 of the Bank's Articles of Association, pursuant to which the issue of remuneration of the Bank's Supervisory Board Members remains within the competence of the General Meeting.
of the Ordinary General Meeting of Bank Millennium S.A . of 27 March 2025 in the matter of remunerating members of the Supervisory Board
Pursuant to Article 392 § 1 of the Code of Commercial Companies and § 8 sect. 2 point 4 of the Bank's Articles of Association, the General Meeting resolves as follows:
§ 1
Starting from the taking of this resolution, members of the Supervisory Board shall receive remuneration for performance of functions in the Supervisory Board, in the following amounts:
1/ basic remuneration:
a/ the Chairman – PLN 25000 monthly, b/ other members – PLN 15000 monthly;
2/ in addition to basic remuneration members sitting on permanent committees shall receive remuneration to be paid for each time they participate in committee's meeting, in the following amounts:
a/ the Chairman of a committee – PLN 12000, b/ other members of a committee – PLN 7000.
§ 2
Resolution No. 28 of the Ordinary General Meeting of Bank Millennium S.A. of 21 May 2015 in the matter of remunerating members of the Supervisory Board is repealed.
§ 3 This resolution shall come into force as of the moment of its adoption.
The adoption of the resolution is related to the advisability of updating the remuneration for the function in the Bank's Supervisory Board. The amount of such remuneration was previously determined by Resolution No. 28 of the Ordinary General Meeting of Bank Millennium S.A. of 21 May 2015 on remunerating members of the Supervisory Board, adopted over 9 years ago.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 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 rules of 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 2024 were effective and efficient.
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 27.03.2025.
The resolution of the Supervisory Board on self-assessment, indicated in the content of the resolution no. 29 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. 29 of the General Meeting.
The list of regulations referred to in § 1 section 2 of Resolution No. 29 of the General Meeting includes:
DRAFT
in the matter of determining of the number of Members of Bank Millennium S.A. Supervisory Board
The General Meeting decides that in its new three-year term of office the Supervisory Board of Bank Millennium S.A. shall be composed of [….] Members.
Justification:
Defining the number of Members of the Supervisory Board falls within the competencies of the General Meeting.
DRAFT
in the matter of appointment to the membership of the Bank Millennium S.A. Supervisory Board
Acting pursuant to art. 22 sect. 2 and art. 22aa of Banking Law Act of 29 August 1997 as well as to 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 ("the Guidelines") and Policy on the Selection and Assessment of the Suitability of Members of the Supervisory Board of Bank Millennium S.A., the Ordinary General Meeting resolves, as follows:
§ 1
In the opinion of the General Meeting Ms./Mr. _____________ as candidate for the Supervisory Board, satisfies requirements defined in art. 22aa of Banking Law and in the Guidelines and confirms her/his individual suitability to perform the function in the Supervisory Board.
§ 2 Ms./Mr. _____________ shall be appointed to the Supervisory Board for the new term of office of the Supervisory Board.
§ 3
The Resolution shall come into force as of the day of its adoption.
Due to the expiry of the term of office of the current members of the Supervisory Board, it is necessary to appoint members of the Supervisory Board for another 3-year term of office.
Pursuant to Article 22 sec. 2 of the Act of 29 August 1997 – Banking Law, members of the bank's supervisory board are appointed and dismissed by the general meeting, taking into account the assessment of compliance with the requirements referred to in Article 22aa.
Members of the Supervisory Board of the current three-year term of office were elected by the General Meeting on March 24, 2021. The composition of the Supervisory Board for the new term of office is now elected in 2025 and not in 2024, due to the fact that during the term of office there was a change in the law (by the Act of 9 February 2022 amending the Commercial Companies Code and certain other acts) introducing a change in the rules for calculating the term of office of members of the supervisory board of a joint-stock company (the Bank is also such a company). Currently, the period of service of supervisory board members is counted in full financial years. This means that if the company's Articles of Association specify that the term of office lasts 3 years (this is the case with Bank Millennium), these years should be counted as financial years, not the number of consecutive 12 months of performing the function.
Pursuant to Article 23 of the above-mentioned Act, the said change also applies to the mandates and terms of office of members of the bodies that last on the date of entry into force of the new rules, i.e. 13.10.2022.
For this reason, the term of office of the members of the Bank's Supervisory Board appointed on 24 March 2021 falls on the full financial years, i.e. 2022, 2023 and 2024, the mandates of the members of the Supervisory Board expire on the date of the General Meeting approving the financial statements for the last full financial year of their function (i.e. approving the statements for 2024), and the election of the Supervisory Board members included in the new term of office is made by the Ordinary General Meeting of the Bank convened for 27 March 2025 r.
"YY" resolution number identification has been introduced due to the fact that at the time of convening the General Meeting the number of Supervisory Board members of the new term of office - decided by the General Meeting - is not known and in consequence the number is unknown (and numerical identification) of resolutions in the matter of appointment of Supervisory Board Members.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025
in the matter of assessment of collective suitability of Bank Millennium S.A Supervisory Board
Acting pursuant to art. 22aa of the Act of 29 August 1997 the Banking Law and taking account of 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, the Ordinary General Meeting resolves, as follows:
§ 1
Collective suitability of the Bank Millennium S.A. Supervisory Board as appointed by the Ordinary General Meeting convened on 27 March 2025 shall be, hereby, confirmed.
§ 2
The Resolution shall come into force as of the day of its adoption.
Legal regulations and supervisory requirements provide for the need for relevant body (General Meeting) to perform assessment of collective suitability of members of governing body of the bank. The said requirement also applies to appointment of members of the Supervisory Board of a new, collective term of office.
DRAFT
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 28.10.2024 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 28 October 2024, it is purposeful to inform the General Meeting about the wording of this document after the change.
DRAFT
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025
in the matter of amendments to the Bank's Articles of Association and authorization of the Management Board of the Bank to increase the share capital of the Bank within the limits of the authorized capital without the possibility to divest by the Management Board the pre-emptive right of current shareholders, in whole or in part
Pursuant to art. 430 § 1, art. 444 and art. 445 of the Code of Commercial Companies and § 8 section 2 item 1 of the Articles of Association of Bank Millennium S.A. ("Bank"), the Ordinary General Meeting resolves as follows:
§ 1
In Bank's Articles of Association the change is introduced consisting in adding, after § 31, the § 31a reading as follows:
"§ 31a
The Management Board shall be authorized to increase the share capital of the Bank by the amount not higher than PLN 300.000.000 (say: three hundred million zlotys) by way of single or repeated share capital increase within the limits indicated above by way of issuing no more than 300.000.000 (say: three hundred million) of ordinary bearer shares with nominal value of each share of 1 PLN (one zloty) (hereinafter the "authorized capital").
The authorization referred to in sec. 1 above shall expire after 3 years from the date the amendment to the By-laws of the Bank including the authorized capital is entered into the register of entrepreneurs of the National Court Register.
The Management Board of the Bank shall be authorized to increase the share capital within the limits of the authorized capital provided the Supervisory Board gives its consent to such capital increase and an appropriate resolution in the form of a notarial deed is adopted by the Management Board.
The Management Board of the Bank shall be authorized to set detailed conditions and ways of subscription of shares issued in connection with the share capital increase within the limits of the authorized capital and in case of decision to issue shares within an open or closed subscription, and in particular to:
set the time limit to open and close the share subscription,
set the conditions and ways to subscribe for shares,
allocate shares, including allocation of shares not taken up upon exercising the preemptive right.
The resolutions of the Management Board on fixing the issue price of shares issued within the limits of the authorized capital shall require consent of the Supervisory Board of the Bank.
The Management Board of the Bank is not authorized to divest shareholders of the preemptive right (in whole or in part) of shares issued within the share capital increase within the limits of the authorized capital.
The Management Board of the Bank shall issue shares within the share capital increase exclusively for cash contributions.
The Management Board of the Bank shall not issue preference shares and shall not grant to shareholders of personal preferences within the share capital increase within the limits of the authorized capital.
The Management Board's authorization to increase the share capital within the authorized capital does not include the right to increase the capital from the Bank's own funds.
Unless provisions of law or this paragraph state otherwise, the Management Board is authorized to decide on all matters connected with the share capital increase within the limits of the authorized capital, and in particular is authorized to:
1) conclude underwriting agreements or other agreements securing the success of the share issue, 2) take all necessary actual and legal steps to admit shares to trading on the regulated market operated by Warsaw Stock Exchange S.A. in Warsaw, including submitting all necessary applications, documents or notifications to the Polish Financial Supervision Authority and to perform appropriate actions, submit all necessary applications, documentation or notifications in order to admit shares to trading on the regulated market operated by Warsaw Stock Exchange S.A. in Warsaw,
3) adopt resolutions and take all other necessary actual and legal actions in the matter of dematerialization of shares and to conclude agreements for registration and dematerialization of shares with Central Securities Depository of Poland,
4) amendments of the Articles of Association in the scope related to the increase of the Bank's share capital within the authorized capital, including the submission of a statement pursuant to Article 310 § 2 in conjunction with Article 431 § 7 of the Commercial Companies Code, on the amount of the Bank's share capital subscribed for.
§ 2
Adopting this resolution aims at making it possible for the Bank to obtain quick and flexible funding if a need for it arises. Introducing a flexible mechanism that allows increasing the Bank's share capital is justified due to the fact that in case of a need shall make it possible for the Bank to quickly adjust the Bank to regulatory requirements or supervisory authorities recommendations regarding capital requirements for banks. The Bank's Management Board using the authorization to increase the share capital within the limits of the authorized capital will be able to adapt the size and time of the issue to market conditions and current capital needs of the Bank.
The authorization to increase the share capital within the limits of the authorized capital will make it possible for the Management Board of the Bank:
1) to significantly shorten and simplify the process of obtaining funds as capital increase as it will not be necessary to convene and hold the General Meeting in order to increase the share capital,
2) to reduce costs of the share capital increase,
3) to offer the new issue shares at the most convenient time compared with the procedure for an ordinary increase of share capital, and
4) to mitigate the risk of unfavourable changes in the situation on the capital market as a result of shortening the capital increase process.
The General Meeting, after considering the justification of the introduction of the authorized capital described in §2, at the same time being a justification of the resolution as regards the grounds for the increase of the share capital within the limits of the authorized capital and way of fixing the issue price, hereby complies with the standpoint of the Management Board and accepts it as justification of this resolution as required by the provisions of the Code of Commercial Companies.
§ 4
The Bank's Supervisory Board, pursuant to § 17 sec. 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.
§ 5 The Resolution shall come into force on the day of its adoption.
Passing by the General Meeting of this resolution results from Article 444 and subsequent articles of the Commercial Companies Code.
Change of Articles of Association providing for authorization of the Management Board of the Bank to increase the share capital within the limits of the authorized capital aims at making it possible for the Bank to obtain quick and flexible funding of the Bank if a need for it arises.
Introducing a flexible mechanism that allows increasing the Bank's share capital is justified due to the fact that it allows the Bank in case of a need to quickly adjust the Bank to regulatory requirements or supervisory authorities recommendations regarding capital requirements for banks.
The Bank's Management Board using the authorization to increase the share capital within the limits of the authorized capital will be able to adapt the size and time of the issue to market conditions and current capital needs of the Bank. The authorization to increase the share capital granted to the Management Board of the Bank will make it possible for the Management Board:
1) to significantly shorten and simplify the process of obtaining funds as capital increase as it will not be necessary to convene and hold the General Meeting in order to increase the share capital,
2) to reduce costs of the share capital increase,
3) to offer the new issue shares at the most convenient time compared with the procedure for an ordinary increase of share capital, and
4) to mitigate the risk of unfavourable changes in the situation on the capital market as a result of shortening the capital increase process.
The issue price of shares issued within the limits of single or repeated share capital increase, shall be set by the Management Board of the Bank, with consent of the Supervisory Board of the Bank.
Granting above authorization to the Management Board and Supervisory Board of the Bank shall allow for an efficient issue of shares by adjusting the issue price to the demand for shares or situation existing on financial markets.
(amendments to the Bank's Articles of Association submitted to the current Ordinary General Meeting of the Bank have been divided into seperate 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 2025 in the matter of amending the Bank's Articles of Association in paragraphs 5, 17 and 18
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/ point 1 in § 5 section 2, with the following wording, is deleted (abrogated):
"1) carrying out business projects jointly with other legal and natural persons,"
2/ § 17 section 2 point 4 shall read as follows:
"4/ selection of an audit firm to audit financial statements of the Bank and of the capital group and selection of an audit firm for attestation of the sustainability reporting of the Bank and the capital group,"
3/ § 18 section 5 points 1 - 4 shall read as follows:
"1/ presenting recommendations to the Supervisory Board regarding the selection of an audit firm, monitoring financial audit activities, in particular conducting the audit entrusted to it by the audit firm, controlling and monitoring the independence of the statutory auditor and the audit firm, including in a situation where the audit firm provides services to the Bank, other than audit of financial statements and attestation of the sustainability reporting,
2/ preparing, in scope required by regulations, the policy and procedure for selection of an audit firm for conducting the audit of financial statements and selection of an audit firm for attestation of the sustainability reporting taking into account terms of provision of non-auditing services by such company and entities related to it,
3/ monitoring effectiveness of internal control and risk management systems as well as the process of financial reporting and attestation of the sustainability reporting of the Bank and the capital group,
4/ submitting recommendations aimed at ensuring the reliability of the financial reporting process at the Bank, sustainability reporting or sustainability reporting of the capital group, as well as the effectiveness of internal control systems and risk management as well as internal audit systems,"
§ 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 proposed amendments to the Bank's Articles of Association include: /i) deletion of the provision providing for the Bank's carrying out business projects jointly with other legal and natural persons (§ 5 section 2 point 1), /ii) modification of the provision of the Articles of Association concerning the appointment of a chartered auditor by the Supervisory Board (§ 17 section 2 point 4) and /iii) modification of the provisions of the Articles of Association concerning the competences of the Audit Committee of the Supervisory Board (§ 18 section 5 points 1 – 4).
The deletion of the provision in § 5 section 2 point 1 is related to the fact that currently this provision is redundant, because the activities covered by it fall within other provisions of the Articles of Association defining the subject of the Bank's activity.
Whereas, the amendments to the Articles of Association in § 17 section 2 point 4 and 18 section 5 points 1 – 4 result from the desirability of adapting the wording of their provisions to the changes in the law introduced by the Act of 6 December 2024 amending the Accounting Act, the Act on Statutory Auditors, Audit Firms and Public Oversight and certain other acts (Journal of Laws of the Republic of Poland of 17.12.2024, item 1863).
In § 17 section 2 point 4/ of the Articles of Association (which defines the competence of the Supervisory Board to appoint a chartered auditor), the change consists in the fact that the competence of the Supervisory Board is supplemented by the right to select, by the Supervisory Board, in addition to the audit firm to audit the Bank's financial statements, also the audit firm to attest sustainable development reporting.
In § 18 section 5 of the Articles of Association (which defines the powers of the Audit Committee of the Supervisory Board), the change consists in the fact that the competences of the Audit Committee of the Supervisory Board are supplemented by powers relating to activities related to activities in the field of sustainability reporting and its attestation.
The proposed amendment to the Articles of Association in the scope of § 17 section 2 point 4 is a consequence of the amendment of the provisions of Article 66 section 4, first sentence of the Accounting Act of 29.09.1994. The current wording of the amended provision of Article 66(4) of the Accounting Act is related to the statutory regulation contained in § 17(2)(4), as this provision of law now reads: "The selection of an audit firm to audit the financial statements and the selection of an audit firm to attest to sustainable development reporting is made by the body approving the entity's financial statements, unless the statute, articles of association or other provisions of law binding on the entity provide otherwise. The head of the unit cannot make such a choice."
Whereas, the proposed amendment to the Articles of Association included in § 18 section 5 points 1 – 4 is a consequence of the amendment of the provisions of Article 130 section 1 of the Act of 11 May 2017 on statutory auditors, audit firms and public supervision. The amendments to the law included provisions defining the tasks of the audit committee of the supervisory board. The amendments to the provisions of the Act, covered by Article 130(1)(2), Article 130(1)(5), Article 130(1)(1)(b), second indent and Article 130(1)(9), make it advisable to make the proposed additions, which consist in introducing references to the sustainability reporting of the Bank and the Bank's capital group, as well as to the attestation of sustainability reporting.
of the Ordinary General Meeting of Bank Millennium S.A. of 27 March 2025 in the matter of amending the Bank's Articles of Association in § 17 sec. 2 and § 18 sec. 2 and 7
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/ in § 17 section 2, after the sentence:
"The Supervisory Board shall effect constant supervision over the Bank's operations, including within the area of performance of the risk management and internal control systems, directly and via the Audit Committee and other committees of the Supervisory Board."
the following sentence is added:
"When undertaking supervisory activities, the Supervisory Board takes into account macroeconomic trends, as well as the Bank's competitive position and benchmarking."
2/ section 2 in § 18 shall read as follows:
"2. Permanent committees of the Supervisory Board are: Audit Committee, Personnel Committee and Committee for Risk Matters."
3/ section 7 in § 18 is deleted.
§ 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 proposed amendments to the Bank's Articles of Association are aimed at making more precise the tasks of the Supervisory Board in the field of strategic matters and, consequently, limiting the number of permanent committees of the Supervisory Board (abolishing the Strategic Committee of the Supervisory Board, which has competences in this area).
In the Bank's opinion, it is desirable that the issues covered so far by the Strategic Committee of the Supervisory Board become the subject of work on the forum of the Supervisory Board itself. This would allow to take advantage of the knowledge, experience and expertise possessed by all Members of the Supervisory Board, and not only the Members sitting on the current Strategic Committee of the Supervisory Board.
on the establishment of the incentive program and the rules for its implementation, the release of the reserve capital established by resolution No. 4 of the Extraordinary General Meeting of the Bank of August 27, 2019 and the creation of the reserve capital for the acquisition of shares under the incentive program
The General Meeting of Bank Millennium Spółka Akcyjna with its registered office in Warsaw ("Company", "Bank") – acting pursuant to: (i) Article 396 § 4 and 5 of the CCC, and (ii) § 8 section 2 points 3) and 8) of the Company's Articles of Association – having regard to Article 5 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directive 2003/124/EC, 2003/125/EC and 2004/72/EC (OJ L 2014.173.1, as amended) (the "MAR Regulation") and Articles 2-4 of the Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing the MAR Regulation with regard to regulatory technical standards on the conditions applicable to buy-back programs and stabilisation measures (OJ L 2014.173.1, as amended) (OJ L 2014.173.1, as amended) (OJ L 2016/4). L. 2016.173.34 as amended) resolves as follows:
It is decided to establish an incentive program ("Incentive Program"), constituting a system of remunerating eligible persons, previously identified as having a material impact on the risk profile ("Risk Takers") in the Bank and subsidiaries belonging to the capital group created by the Bank, subject to the consolidation obligation (i.e. for which the Bank is the parent company within the meaning of Article 3(1)(37) of the Accounting Act), on which the relevant regulations impose the obligation to introduce separate remuneration rules for persons who have a material impact on the risk profile of the institution (the "Group"). As part of the Incentive Program, Risk Takers will be able to purchase the Company's shares, which are fully paid-up ordinary bearer shares with a nominal value of PLN 1.00 per share, admitted to trading on the regulated market – the main market operated by the Warsaw Stock Exchange (the "WSE")"), on the terms and conditions set out in this Resolution, in particular for cash provided by the Company (allocated for this purpose by the General Meeting of the Company).
The terms and conditions of the Incentive Program are aimed at ensuring uniform principles of remuneration and equal treatment of all Risk Takers employed at the Bank and the Group, regardless of the basis of employment (performance of work), with the proviso that Risk Takers are persons receiving benefits or other receivables from the Bank or the Group under Article 12 or Article 13 of the Personal Income Tax Act.
The Incentive Program can be implemented on the following terms: 1) During the term of the Incentive Program, the Company grants Risk Takers the right to periodically acquire the Company's Shares through the selected investment firm;
2) the purchase of the Shares will be financed from the funds held in the Company's reserve capital, established for this purpose in accordance with Article 362 § 2 item 3 of the CCC;
3) the Shares acquired by the Risk Takers will constitute a component of variable remuneration, in accordance with the principles of remunerating Risk Takers in force at the Bank during the term of the Incentive Program.
The Incentive Program will be implemented during the period (the "Duration of the Program"):
1) from April 1, 2025 to the end of the day of December 31, 2029 with respect to the non-deferred parts of variable remuneration, and
2) from April 1, 2025 to the end of the day of December 31, 2034 with respect to the deferred parts of the variable remuneration.
Persons entitled to participate in the Incentive Program may be persons who have obtained the status of Risk Takers (all of them or belonging to a specific group of Risk Takers) as a result of identification carried out in accordance with the applicable laws and the principles adopted in the Group.
Members of the Bank's Supervisory Board are not persons entitled to participate in the Incentive Program.
1) the payment of the deferred part of the variable remuneration granted before the Duration of the Program, in respect of which the acquisition of rights will take place during the Duration of the Program, will be made under the Incentive Program, in application of section 2 below;
2) from the beginning of the Duration of the Program, no new rights will be granted, either with respect to the non-deferred part or the deferred part of variable remuneration, using the financial instrument of phantom shares ("Phantom Shares").
The total amount that may be used by the Company to finance the acquisition of the Shares by Risk Takers together with the costs of their acquisition is no more than PLN 75 000 000 (in words: PLN seventy five million), which corresponds to the value of the reserve capital referred to in § 7 section 2 below.
Risk Takers will be entitled to acquire in total no more than 8 000 000 (in words: eight million) Shares, representing 0,6594 % of the total number of votes and constituting 0,6595 % of the Company's share capital.
The shares will be purchased by Risk Takers through an investment firm chosen for this purpose.
The General Meeting of the Company resolves to dissolve the reserve capital created by Resolution No. 4 of the Extraordinary General Meeting of August 27, 2019 in order to acquire the Company's own shares in the unused amount of PLN 18 900 054,62 (in words: eighteen million nine hundred thousand fifty-four zlotys and sixty-two groszy). It is decided to allocate the amount resulting from the dissolved reserve capital to the supplementary capital.
In order to implement the Incentive Program, it is decided to create a reserve capital in the Company in the amount of PLN 75 000 000 (in words: seventy five million zlotys) (the "Reserve Capital"), to be used to pay the price for the Shares to be acquired by Risk Takers in the number indicated in § 6 section 2 above, and to cover the costs of their acquisition.
For the purposes of increasing the reserve capital referred to in section 2 above, the amount of PLN 18 900 054,62 (in words: eighteen million nine hundred thousand fifty-four zlotys and sixty-two groszy) is transferred from the supplementary capital funds derived from profit (which may be used for dividend payment) to the reserve capital created on the basis of this Resolution for the purpose of payment of the price for the Shares acquired by Risk Takers under the Incentive Program, and the supplementary capital derived from profit is reduced accordingly by the amount of reserve capital created on the basis of this Resolution. The General Meeting hereby resolves that after the expiry of the Duration of the Program, the funds accumulated within the reserve capital created on the basis of this Resolution, which will not be used to finance the acquisition of the Shares under the Incentive Program, will be transferred to the supplementary capital from which they were transferred in order to contribute to the reserve capital created on the basis of this Resolution, and the reserve capital created on the basis of this Resolution will be subject to without the need for the General Meeting to adopt a separate resolution.
In connection with the implementation of the Incentive Program, the Company's Supervisory Board is authorised to adopt, within 4 months from the date of adoption of this Resolution, the rules and regulations specifying the detailed procedure and conditions for the implementation of the Incentive Program, taking into account the assumptions set out in this Resolution, including the detailed terms and conditions for granting the right to acquire by Risk Takers and financing the acquisition of the Shares by the Company (the "Bylaws").
The Company's Supervisory Board is authorized to designate in the Bylaws the Risk Takers group covered by the Incentive Program.
3. The Management Board of the Company is authorized to conclude an agreement with the selected investment firm regarding the operation of the Incentive Program no later than within one month from the date of adoption of the Bylaws.
This Resolution shall enter into force on the date of its adoption.
The application of the Incentive Program depends on the adoption by the Bank's Supervisory Board of a resolution on the introduction of the Bylaws.
In connection with the expiry of the period of implementation of the incentive program established by Resolution No. 4 of the General Meeting of August 27, 2019 (with respect to the non-deferred part of variable remuneration), it is now advisable to establish a new incentive program. The principles on which the new incentive program will be based take into account legal regulations and supervisory recommendations with regard to the determination of variable remuneration.
The incentive program established by this resolution of the General Meeting will allow for linking part of the variable remuneration to the market valuation of the company, which is to be an incentive to take special care of the Bank's long-term welfare.
The program implements the guidelines concerning the remuneration policy contained in the Regulation of the Minister of Finance, Funds and Regional Policy "on the risk management system and the internal control system and the remuneration policy in banks", indicating that in banks operating in the form of a joint-stock company at least 50% of the variable components of the remuneration of Risk Takers are shares (Par. 25 section 3 point 7 of the said regulation).
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