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Bank Millennium S.A. Proxy Solicitation & Information Statement 2026

Mar 2, 2026

5525_rns_2026-03-02_53e85f11-25ed-4cbd-a8dd-f25e489c4857.pdf

Proxy Solicitation & Information Statement

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All below draft resolutions are translations from Polish language

DRAFT

RESOLUTION NO. 1

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 in the matter of electing Chairperson of the General Meeting

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

RESOLUTION NO. 2

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 in the matter of approval for financial year 2025: 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 2025 containing:
a/ profit and loss account for the period from 1 January till 31 December 2025 showing a profit of PLN 1,117,313 thousand;
b/ total income report for the period from 1 January till 31 December 2025 showing a profit of PLN 1,567,427 thousand;
c/ balance sheet prepared as of 31 December 2025, which on the assets and liabilities side shows the total of PLN 152,544,160 thousand;
d/ statement on changes in equity from 1 January till 31 December 2025;
e/ cash flow account for the period from 1 January till 31 December 2025 showing an increase of net cash flow by the sum of PLN 805,706 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 2025, which includes, in particular, the sustainability reporting of Bank Millennium S.A. and Bank Millennium S.A. Capital Group.

§ 2

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

Justification:

The financial report of Bank Millennium S.A. for financial year 2025, combined Management Board Report on the activity of Bank Millennium S.A. and Bank Millennium S.A. Capital Group in financial 2025 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 2025 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 2025.

The financial report of Bank Millennium S.A. Capital Group for financial year 2025 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 2025.

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, 2025.

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 2025) 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 30 March 2026.

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.

DRAFT

RESOLUTION NO. 3

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 in the matter of approving the financial report of the Bank Millennium S.A. Capital Group for financial year 2025

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 2025 containing:

a/ consolidated profit and loss account for the period from 1 January till 31 December 2025 showing a profit of PLN 1,201,789 thousand;

b/ consolidated total income report for the period from 1 January till 31 December 2025 showing a profit of PLN 1,443,473 thousand;

c/ consolidated balance sheet prepared as of 31 December 2025, which on the assets and liabilities side shows the total of PLN 155,673,331 thousand;

d/ statement on changes in consolidated equity from 1 January till 31 December 2025;

e/ consolidated cash flow account for the period from 1 January till 31 December 2025 showing an increase of net cash flow by the sum of PLN 730,727 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 2025 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 gives a true and fair view of the consolidated economic and financial position of the Capital Group as at December 31, 2025.

The documents referred to in the draft resolutions have been audited by the Supervisory Board in accordance with the procedure required by the 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 Capital Group in the financial year 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.

DRAFT

RESOLUTION NO. 4

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 in the matter of approving the annual report of the Supervisory Board for the financial year 2025

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

§ 1

The Ordinary General Meeting 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 2025 covering:

  • A summary of the 2025 activity of the Supervisory Board and its committees: Audit Committee, Personnel Committee, Strategic Committee and Committee for Risk Matters, in accordance with principle 2.11.2 of “Best Practice of Companies Listed on the WSE 2021” (“Best Practice”) adopted on 29 March 2021 by the Supervisory Board of the Stock Exchange in Warsaw (“WSE”), as well as the Supervisory Board’s motion for the General Meeting to grant discharge to the Members of the Bank’s bodies in regard of the performance of their duties in financial year 2025,

  • Informations on the composition of the Supervisory Board and its committees (principle 2.11.1. of Best Practice),

  • The results of the assessment of the combined Management Board report on the activities of Bank Millennium S.A. and Bank Millennium S.A. Capital Group, which includes, in particular, the sustainability reporting of Bank Millennium S.A. and the Bank Millennium S.A. Capital Group and the financial report of Bank Millennium S.A. and the Bank Millennium S.A. Capital Group for the financial year 2025, pursuant to article 382 § 3 item 1 and article 382 § 3¹ item 1 of the Code of Commercial Companies,

  • The result of the assessment of the Management Board's motion regarding the distribution of profit for the financial year 2025, pursuant to art. 382 § 3 item 2 and art. 382 § 3¹ item 1 of the Code of Commercial Companies,

  • The assessment of the Bank's situation, taking into account the adequacy and effectiveness of the internal control systems, risk management, ensuring compliance of activities with standards or applicable practices and internal audit (pursuant to article 382 § 3¹ point 2 of the Code of Commercial Companies), as well as assessment of the Bank's situation on a consolidated basis, including the assessment of internal control, risk management, compliance and internal audit functions, including an annual assessment of the effectiveness of these systems and internal audit functions, together with information on activities, which the Supervisory Board has taken to implement it (principle 2.11.3. in conjunction with principle 3.9. Best Practice WSE), as well as the assessment of the effectiveness of compliance risk management, the adequacy and effectiveness of the procedure for anonymous reporting of breaches by employees, the adequacy and effectiveness of the conflict of interest management system implemented at the Bank and the adequacy and effectiveness of the anti-corruption system implemented at the Bank (assessment made with reference to § 35 sec. 5 and § 46 sec. 12 of the Regulation of the Minister of Finance, Development Funds and Regional Policy of 8 June 2021 on the

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 Counteracting Corruption in Bank Millennium S.A. Principles and guidelines),

  • The assessment of the implementation by the Bank's Management Board of the requirements referred to in article 380¹ of the Code of Commercial Companies (pursuant to article 382 § 3¹ item 3 of the Code of Commercial Companies,
  • The Assessment of the manner of preparing or submitting to the Supervisory Board by the Management Board information, documents, reports or explanations requested in accordance with the procedure specified in art. 382 § 4 of the Code of Commercial Companies (pursuant to art. 382 § 3¹ item 4 of the Code of Commercial Companies),
  • Information on the total remuneration due from the Bank for all audits commissioned by the Supervisory Board during the financial year 2025 in accordance with the procedure specified in article 382¹ of the Code of Commercial Companies (pursuant to article 382 § 3¹ item 5 of the Code of Commercial Companies),
  • Report on the evaluation of the functioning of the remuneration policy at Bank Millennium S.A., in accordance with § 28 point 3 of the Principles,
  • The Assessment of the application of: (i) the Principles (in accordance with § 27 of the Principles), (ii) the corporate governance principles and the manner of fulfilling the disclosure obligations concerning their application set out in the WSE Rules and regulations on current and periodic information published by issuers of securities (rule 2.11.4. of Best Practice), and (iii) "Recommendations Z" from the Polish Financial Supervision Authority, together with information on the actions taken by the Supervisory Board to make this assessment,
  • Assessment of the justification of expenditures incurred by the Bank and the Bank Group to support culture, sport, charitable institutions, media, social organizations, trade unions and similar purposes (principle 2.11.5. of Best Practice),
  • Information about the extent of diversity policy implementation with respect to the Management Board and the Supervisory Board (Principle 2.11.6. of Best Practice),
  • Information on the number of meetings and attendance at Supervisory Board meetings in 2025.

§ 2

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

Justification:

The financial report of Bank and financial report of the Bank's Capital Group for financial year 2025, combined report of the Management Board from the activity of the Bank and the Bank's Capital Group in financial year 2025 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 2025 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 2025 and proposed by the Management Board the distribution of profit for financial year 2025 was justified.

Moreover, the Supervisory Board performed suitable evaluations and issued appropriate opinions in accordance with the requirements of the Commercial Companies Code, 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

RESOLUTION NO. 5

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 on allocating part of the reserve capital to cover the impact on equity of the change in the algorithm for calculating the effective interest rate for loans with a periodically fixed interest rate

Pursuant to Article 396 § 5 of the Commercial Companies Code and § 36 section 2 and § 40 first sentence of the Bank's Articles of Association, the Ordinary General Meeting resolves as follows:

  1. The General Meeting decides to allocate the amount of PLN 89,493,203.7, constituting part of the reserve capital created from the profits of previous financial years, to cover the impact on equity of the change in the algorithm for calculating the effective interest rate for loans with a periodically fixed interest rate.

  2. The resolution enters into force on the day of its adoption.

Justification:

A significant change in interest rates caused by external economic events has resulted in the need to verify the effective interest rate calculation algorithm for loans with periodically fixed interest rates, which has an impact on the values disclosed in the reserve capital.

DRAFT

RESOLUTION NO. 6

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 on the distribution of profit for financial year 2025

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:

  1. To distribute the profit of Bank Millennium S.A. for the financial year ending on 31 December 2025 in the amount of 1,117,313,420.86 PLN, the Ordinary General Meeting shall allocate the whole amount to the reserve capital.

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

Justification:

Taking into account the position of the Polish Financial Supervision Authority on the dividend policy of commercial banks, the Management Board of the Bank proposes to the General Meeting to retain the entire net profit generated in 2025 in the Bank's own capitals. The Supervisory Board recommended to the General Meeting to adopt the Management Board's motion.

Justification for draft resolutions no 7 - 15:

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 2025 and recommends granting discharge for all Management Board Members of the Bank in regard of the performance of duties in 2025.

DRAFT

RESOLUTION NO. 7

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 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 the duties in financial year 2025

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 Bank Millennium S.A. 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 the duties for the period from 1.01.2025 till 31.12.2025.

DRAFT

RESOLUTION NO. 8

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 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 the duties in financial year 2025

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 Bank Millennium S.A. 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 the duties for the period from 1.01.2025 till 31.12.2025.

DRAFT

RESOLUTION NO. 9

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026

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 the duties in financial year 2025

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 Bank Millennium S.A. resolves to grant discharge to Mr. Wojciech Haase - Member of the Management Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 1.01.2025 till 31.12.2025.

DRAFT

RESOLUTION NO. 10

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 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 the duties in financial year 2025

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 Bank Millennium S.A. resolves to grant discharge to Mr. Jarosław Hermann - Member of the Management Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 1.01.2025 till 31.12.2025.

DRAFT

RESOLUTION NO. 11

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 in the matter of granting discharge to Ms. Halina Karpińska - Member of the Management Board of Bank Millennium S.A., in regard of the performance of the duties in financial year 2025

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 Bank Millennium S.A. resolves to grant discharge to Ms. Halina Karpińska - Member of the Management Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 27.03.2025 till 31.12.2025.

DRAFT

RESOLUTION NO. 12

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 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 the duties in financial year 2025

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 Bank Millennium S.A. 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 the duties for the period from 1.01.2025 till 31.12.2025.

DRAFT

RESOLUTION NO. 13

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 in the matter of granting discharge to Ms. Magdalena Zmitrowicz - Member of the Management Board of Bank Millennium S.A., in regard of the performance of the duties in financial year 2025

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 Bank Millennium S.A. resolves to grant discharge to Ms. Magdalena Zmitrowicz - Member of the Management Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 27.03.2025 till 31.12.2025.

DRAFT

RESOLUTION NO. 14

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 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 the duties in financial year 2025

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 Bank Millennium S.A. resolves to grant discharge to Mr. Andrzej Gliński - Member of the Management Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 1.01.2025 till 27.03.2025.

DRAFT

RESOLUTION NO. 15

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 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 the duties in financial year 2025

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 Bank Millennium S.A. resolves to grant discharge to Mr. Wojciech Rybak - Member of the Management Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 1.01.2025 till 27.03.2025.

Justification for draft resolutions no 16 - 32:

The resolutions pertain to matters which must be considered by the Ordinary General Meeting upon the completion of the financial year.

DRAFT

RESOLUTION NO. 16

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026

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 the duties in financial year 2025

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 Bank Millennium S.A. resolves to grant discharge to Mr. Bogusław Kott – Chairman of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 1.01.2025 till 27.03.2025.

DRAFT

RESOLUTION NO. 17

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 in the matter of granting discharge to Ms. Olga Grygier-Siddons – Member and the Chairwoman of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties in financial year 2025

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 Bank Millennium S.A. resolves to grant discharge to Ms. Olga Grygier-Siddons – Member (and the Chairwoman in the period from 27.03.2025 till 31.12.2025) of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 1.01.2025 till 31.12.2025.

DRAFT

RESOLUTION NO. 18

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 in the matter of granting discharge to Mr. Nuno Manuel da Silva Amado - Deputy Chairman of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties in financial year 2025

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 Bank Millennium S.A. 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 1.01.2025 till 31.12.2025.

DRAFT

RESOLUTION NO. 19

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 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 the duties in financial year 2025

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 Bank

Millennium S.A. 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 the duties for the period from 1.01.2025 till 27.03.2025.

DRAFT

RESOLUTION NO. 20

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 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 the duties in financial year 2025

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 Bank Millennium S.A. 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 1.01.2025 till 31.12.2025.

DRAFT

RESOLUTION NO. 21

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 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 the duties in financial year 2025

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 Bank Millennium S.A. resolves to grant discharge to Ms. Anna Jakubowski – Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 1.01.2025 till 27.03.2025.

DRAFT

RESOLUTION NO. 22

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 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 the duties in financial year 2025

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 Bank Millennium S.A. resolves to grant discharge to Mr. Grzegorz Jędrys – Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 1.01.2025 till 27.03.2025.

DRAFT

RESOLUTION 23

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 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 the duties in financial year 2025

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 Bank Millennium S.A. resolves to grant discharge to Mr. Alojzy Nowak – Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 1.01.2025 to 31.12.2025.

DRAFT

RESOLUTION NO. 24

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026
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
the duties in financial year 2025

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 Bank Millennium S.A. 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 1.01.2025 till 31.12.2025.

DRAFT

RESOLUTION NO. 25

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026
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 the duties in
financial year 2025

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 Bank Millennium S.A. 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 the duties for the period from 1.01.2025 till 31.12.2025.

DRAFT

RESOLUTION NO. 26

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026
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 the duties in financial year 2025

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 Bank Millennium S.A. resolves to grant discharge to Mr. Lingjiang Xu – Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 1.01.2025 till 31.12.2025.

DRAFT

RESOLUTION NO. 27

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026
in the matter of granting discharge to Ms. Beata Stelmach - Member of the Supervisory

Board of Bank Millennium S.A., in regard of the performance of the duties in financial year 2025

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 Bank Millennium S.A. resolves to grant discharge to Ms. Beata Stelmach – Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 1.01.2025 till 31.01.2025.

DRAFT

RESOLUTION NO. 28

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 in the matter of granting discharge to Ms. Katarzyna Sułkowska - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties in financial year 2025

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 Bank Millennium S.A. resolves to grant discharge to Ms. Katarzyna Sułkowska – Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 27.03.2025 till 31.12.2025.

DRAFT

RESOLUTION NO. 29

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 in the matter of granting discharge to Ms. Małgorzata Bonikowska - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties in financial year 2025

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 Bank Millennium S.A. resolves to grant discharge to Ms. Małgorzata Bonikowska – Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 27.03.2025 till 31.12.2025.

DRAFT

RESOLUTION NO. 30

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 in the matter of granting discharge to Ms. Agnieszka Kłos-Siddiqui - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties in financial year 2025

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 Bank Millennium S.A. resolves to grant discharge to Ms. Agnieszka Kłos-Siddiqui – Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 27.03.2025 till 31.12.2025.

DRAFT

RESOLUTION NO. 31

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 in the matter of granting discharge to Ms. Anna Mankiewicz-Rębkowska - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties in financial year 2025

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 Bank Millennium S.A. resolves to grant discharge to Ms. Anna Mankiewicz-Rębkowska – Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 27.03.2025 till 31.12.2025.

DRAFT

RESOLUTION NO. 32

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 in the matter of granting discharge to Ms. Izabela Olszewska - Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties in financial year 2025

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 Bank Millennium S.A. resolves to grant discharge to Ms. Izabela Olszewska – Member of the Supervisory Board of Bank Millennium S.A., in regard of the performance of the duties for the period from 27.03.2025 till 31.12.2025.

DRAFT

RESOLUTION NO. 33

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 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 of Bank Millennium S.A., based on information included in (i) presented to General Meeting the “Report on execution of remuneration policy in Bank Millennium S.A. in 2025” (ii) the combined Management Board report on the activity of Bank Millennium S.A. and Bank Millennium S.A. Capital Group in 2025, concludes that the remuneration policy employed at Bank Millennium S.A. is conducive to the development and security of the Bank’s 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 2025", 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 2025.

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."

DRAFT

RESOLUTION NO. 34

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026

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

RESOLUTION NO. 35

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 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:

§ 1

Ordinary General Meeting, taking into account:

  1. Resolution of the Supervisory Board on the self-assessment of the adequacy of internal regulations concerning the functioning of the Supervisory Board and the effectiveness of the Supervisory Board's operations ("Resolution of the Supervisory Board"),
  2. a list of regulations concerning the functioning of the Supervisory Board, available on the Bank's website, the content of which constitutes a trade secret,
  3. the content of the Bank's internal regulations available on the Bank's website, in particular the Articles of Association and Bylaws of the Supervisory Board of the Bank,
  4. Annual Report of the Supervisory Board of Bank Millennium S.A. for the financial year 2025,
  5. Legal opinion of an external advisor on the assessment of the internal regulations of Bank Millennium S.A. concerning the functioning of the Supervisory Board in terms of their adequacy, within the meaning of Recommendation Z,

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 2025 were effective and efficient.

§ 2

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

Justification:

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 30.03.2026.

The resolution of the Supervisory Board on self-assessment and the legal opinion of external advisor, both indicated in the contents of the draft General Meeting resolution being here justified, are published by the Bank in connection with the convening of the General Meeting for March 30, 2026.

The list of regulations referred to in § 1 section 2 of the draft General Meeting Resolution being here justified, includes:

a/ By-laws of participation in meetings of the Supervisory Board with the use of means of distance communication,
b/ Bylaws of Supervisory Board Audit Committee,
c/ Bylaws of the Supervisory Board Committee for Risk Matters,
d/ Bylaws of Personnel Committee of Supervisory Board,
e/ internal regulations of the Bank with regard of counteracting money laundering and financing of terrorism,
f/ Organisational By-laws of Bank Millennium S.A.
g/ Principles and Guidelines on Managing Information Subject to Current Reporting, including Inside Information,
h/ The training rules for Members of the Supervisory Board and the Management Board of Bank Millennium S.A.

DRAFT

RESOLUTION NO. 36

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 on the gender balance policy in the Bank Millennium S.A. Group

Having regard to the provisions of Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of listed companies and related measures, the Ordinary General Meeting resolves as follows:

§ 1

  1. The General Meeting considers the policy of striving to achieve gender balance in the corporate bodies of the Bank and the Bank's Group as serving to build a strong market position of the Bank and the Group.
  2. The gender balance Policy adopted by the Supervisory Board, which defines the rules for the selection of the composition of the Bank's corporate bodies, should pursue the objectives set out in the law and the best market practices appropriate to the Bank, while maintaining an appropriate level of knowledge, skills, experience and a guarantee of proper performance of functions.

§ 2

The "Statement regarding the plan to promote diversity and equal pay in the governance bodies of Bank Millennium S.A.", constituting an attachment to Resolution No. 29 of the General Meeting of the Bank of 30 March 2022, is hereby repealed.

§ 3

The Resolution enters into force on the day of its adoption.

Justification:

With reference to the regulations resulting from Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 November 2022 on improving the gender balance among directors of listed companies and related measures, it is justified for the General Meeting of the Bank to adopt a resolution on the gender balance policy in the Bank and the Bank Group.

DRAFT

RESOLUTION NO. 37

of the Ordinary General Meeting of Bank Millennium S.A. of 30 March 2026 in the matter of informing the General Meeting about the By-laws of the Supervisory Board of Bank Millennium S.A.

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 amendments adopted by the Supervisory Board in 2025 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 amendments to the By-laws of the Bank's Supervisory Board made by the Supervisory Board in 2025, it is purposeful to inform the General Meeting about the wording of this document after the changes.

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