Bank Pekao S.A. — AGM Information 2021

May 14, 2021

Supervisory Board of Bank Polska Kasa Opieki S.A.

Information

for the Annual General Meeting on the results of the self-assessment of individual suitability of individual members of the Supervisory Board and the self-assessment of collective suitability of the Supervisory Board

On 5 May 2021, the Supervisory Board of Bank Polska Kasa Opieki S.A. ("Supervisory Board"), pursuant to the following regulations:

1) the Act of 29 August 1997 - Banking Law ("Banking Law"),

2) Joint guidelines of the European Securities and Markets Authority and the European Banking Authority No. EBA/GL/2017/12,

3) "Policy of selection of candidates for the function of a member of the Management Board and Key Function Holders and assessment of the suitability of the proposed and appointed members of the Management Board, Supervisory Board and Key Function Holders at Bank Polska Kasa Opieki Spółka Akcyjna" ("Policy")

and bearing in mind the provisions of the "Methodologies for assessing the suitability of members of bodies supervised by the Polish Financial Supervision Authority" ("Methodology") and "Recommendation Z on the Principles of Internal Governance in Banks" ("Recommendation Z") published by the Polish Financial Supervision Authority, analyzed the results of the self-assessment of individual suitability made by individual members of the Supervisory Board and the recommendations of the Nomintation and Remuneration Committee of the Supervisory Board ("Committee") regarding these results, and, after reviewing the Committee's recommendation, it carried out its self-assessment of collective suitability.

I. Individual Suitability

The above-mentioned activities were carried out as part of the periodic Suitability Assessment, which, in accordance with the Policy, is carried out on an annual basis, as well as in connection with changes in the recommendations of supervisory authorities and the Bank's internal regulations specifying the scope of professional qualifications required to perform functions in the statutory bodies of banks, in particular publication of ofthe Methodology and Recommendation Z by rgw Polish Financial Supervision Authority.

The assessments concerned the individual and collective suitability of the Supervisory Board composed of:

1) Ms Beata Kozłowska-Chyła, PhD - Chair of the Supervisory Board, as well as Chairman of the Nomination and Remuneration Committee,

2) Ms Joanna Dynysiuk, Deputy Chair of the Supervisory Board, as well as Member of the Nomination and Remuneration Committee and Member of the Audit Committee,

3) Mr Marcin Eckert, Deputy Chair of the Supervisory Board, as well as Secretary of the Audit Committee and the Secretary of the Risk Committee,

4) Mr Stanisław Ryszard Kaczoruk, PhD, Secretary of the Supervisory Board, and Chair of the Risk Committee,

5) Ms Sabina Bigos-Jaworowska, Member of the Supervisory Board, as well as Member of the Nomination and Remuneration Committee and Member of the Audit Committee,

6) Ms Justyna Głębikowska-Michalak, Member of the Supervisory Board, and Chair of the Audit Committee,

7) Mr. Michał Kaszyński, Member of the Supervisory Board, as well as Member of the Audit Committee and Member of the Risk Committee,

8) Mr Marian Majcher, Member of the Supervisory Board, as well as Member of the Nomination and Remuneration Committee and Member of the Risk Committee,

9) Ms Małgorzata Sadurska, Member of the Supervisory Board, as well as Secretary of the Nomination and Remuneration Committee and Member of the Risk Committee,

In their self-assessment, each of the above persons declared that:

• they meet the requirements set out in Article 22aa of the Banking Law and the detailed suitability requirements set out in the Policy, in particular the requirements for having appropriate professional qualifications, which include knowledge, experience and skills, including appropriate qualifications in the field of market knowledge, knowledge of legal requirements and regulatory framework, strategic planning, knowledge of the management system (including risk management), accounting and financial audit, supervision, control and internal audit, interpretation of financial information (relevant skills in the field of finance and accounting), knowledge of the Polish language, required competences in the main areas of activity/business lines of Bank Polska Kasa Opieki SA, as well as appropriate personal competences and behavioral characteristics,
• they guarantee proper performance of the duties of a member of the Supervisory Board, in particular they meet the requirements set out in the Policy regarding clean criminal record, reputation and independence of judgment,
• they are able to devote a sufficient amount of time to perform their duties, and moreover, the number of functions of a member of the management board or the supervisory board performed simultaneously with the performance of a function in the Supervisory Board does not exceed the limit specified in Article 22aa Sections 3-5 of the Banking Law and the relevant provisions of the Policy.

The Supervisory Board, in line with the Committee's recommendation, also stated that the following members of the Supervisory Board may be considered independent within the meaning of the provisions specifying the requirements for the composition of the Supervisory Board and the composition of the Audit Committee:

• 1) Mr Stanisław Ryszard Kaczoruk, PhD,
• 2) Ms Sabina Bigos-Jaworowska,
• 3) Ms Justyna Głębikowska-Michalak,
• 4) Mr Michał Kaszyński,
• 5) Mr Marian Majcher.

In accordance with the Committee's recommendation, the Supervisory Board also determined that members of individual Supervisory Board Committees, i.e. the Audit Committee, the Risk Committee and the Nomination and Remuneration Committee, meet the specific requirements provided for in the Policy or generally applicable regulations regarding persons included in the composition of these bodies.

Neither the Supervisory Board nor the Committee identified any gaps in the knowledge, skills or experience of any of the above-mentioned persons or conflicts of interest that would interfere with the ability of Supervisory Board Members to perform their duties in an independent and objective manner.

Neither the Supervisory Board nor the Committee identified the need to formulate any recommendations or the need to apply any corrective measures referred to in the Policy in relation to any of the above-mentioned people.

The Supervisory Board declares that the process of analyzing the results of the selfassessment of individual suitability of individual members of the Supervisory Board was carried out in a complete, reliable and impartial manner, taking into account all the circumstances relevant to the results of these assessments. Individual Members of the Supervisory Board did not participate in the voting of the Supervisory Board or the Committee regarding the adoption of recommendations regarding an individual assessment concerning them.

Considering the above, the Supervisory Board, in accordance with the Committee's recommendation, recommends that the General Meeting should adopt a resolution approving the above-presented results of the self-assessment of individual suitability of all the above-mentioned members of the Supervisory Board.

II. Collective Suitability

When making its self-assessment of collective suitability, in accordance with the Committee's recommendation, taking into account the results of the self-assessment of individual suitability of individual Supervisory Board Members, as well as the fact that the competences of individual Supervisory Board Members should complement each other in such a way that the Supervisory Board as a whole meets the collective suitability requirements, as referred to in the Policy, the Supervisory Board, concluded that the Supervisory Board as a whole:

• meets the suitability requirements set out in the Policy, in particular the requirements for having appropriate professional qualifications, which include knowledge, experience and skills, including appropriate qualifications in the field of market knowledge, knowledge of legal requirements and regulatory framework, strategic planning, knowledge of the management system (including risk management), accounting and financial audit, supervision, control and internal audit, interpretation of financial information (relevant skills in the field of finance and accounting), knowledge of the Polish language, required competences in the main areas of activity/business lines of Bank Polska Kasa Opieki SA, as well as appropriate personal competences and behavioral characteristics,
• meets the warranty and reputation requirements, and the Supervisory Board or the Committee is not aware of any circumstances or factors that would question the impeccable opinion of individual Members of the Supervisory Board or the Supervisory Board as a whole,
• meets the composition requirements, including the number of Supervisory Board Members who meet the independence requirements,
• meets the diversity requirements set out in the Bank's Gender Equality and Diversity Policy with regard to the Bank's employees, including Members of the Supervisory Board, Members of the Management Board and key function holders at Bank Polska Kasa Opieki Spółka Akcyjna, by ensuring that the Supervisory Board is composed of people with diverse knowledge, skills and experience, adequate to their functions and duties entrusted to them, which are complemented by the entire composition of the Supervisory Board, and moreover, by ensuring gender diversity (the Supervisory Board consists of 5 women and 4 men);

meets the criteria as regards dedicating sufficient time to perform their duties.

In accordance with the Committee's recommendation, as part of the self-assessment, the Supervisory Board also determined that the composition of individual Supervisory Board Committees, i.e. the Audit Committee, the Risk Committee and the Nomination and Remuneration Committee, meet the specific requirements provided for in the Policy.

As as a result of the self-assessment of the collective suitability of the Supervisory Board, neither the Supervisory Board nor the Committee identified the need to formulate any recommendations or the need to apply any corrective measures referred to in the Policy.

Moreover, the Supervisory Board declares that the process of self-assessment of collective suitability of the Supervisory Board was carried out in a complete, reliable and impartial manner, taking into account all the circumstances relevant to the results of these assessments.

Considering the above, the Supervisory Board, in accordance with the Committee's recommendation, recommends that the General Meeting should adopt a resolution approving the above-presented results of the self-assessment of collective suitability of the Supervisory Board.

Signed on behalf of and as authorized by the Supervisory Board by:

Beata Kozłowska-Chyła, PhD Chair of the Supervisory Board