Pre-Annual General Meeting Information • Jun 7, 2024
Pre-Annual General Meeting Information
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Report Content Subject: Amendment of draft resolution No.23/2024 and No. 39/2024 of the Ordinary General Meeting of Bank Handlowyw Warszawie S.A. of June 19, 2024
Legal grounds:§ 19section 1 point 2) of the Regulation of the Minister of Finance of March29, 2018 on Current and Periodic Information Published by Issuers ofSecurities and Conditions for Regarding Information Required by the Lawof a Non-member State as Equivalent (Official Journal of 2018, item 757with subsequent amendments).
With reference to the current report No. 12/2024 ofMay 7, 2024 regardig information on the proposed distribution of netprofit for 2023 and current report No. 20/2024 of May 22, 2024 regardingdrafts of resolutions of the Ordinary General Meeting of Bank Handlowy wWarszawie S.A. to be held on June 19, 2024, Management Board of BankHandlowy w Warszawie S.A. (_quot;Bank_quot;) informs about the change:
The change in the proposal for the distribution ofnet profit for 2023 is caused by the ongoing own shares buy-back processrealized on the basis of Resolution No. 5/2022 of the Bank'sExtraordinary General Meeting dated December 16, 2022, authorizing theManagement Board to purchase the Bank's own shares and create a capitalreserve for the Bank's own shares buy-back program in connection withthe implementation of: (i) a share-based incentive plan for personswhose professional activities have a material impact on the Bank's riskprofile, and (ii) a share-based incentive plan for selected Bankemployees other than persons whose professional activities have amaterial impact on the Bank's risk profile.
Pursuant to generally applicable legal regulations,shares acquired by the Bank are excluded from the right to dividend. Atthe time the Management Board adopted the resolution on the proposeddistribution of net profit for 2023, the exact number of shares subjectto exclusion was not known due to the ongoing own shares buy-backprocess, therefore it was impossible to calculate the exact amount ofdividend that could be paid and the amount of dividend per one share.Consequently, in the current report No. 12/2024 of May 7, 2024, Bankannounced that the final amount for dividend payment, and thus forreserve capital, will depend on the number of own shares held by theBank on the dividend date.
The total number of own shares that the Bankpurchased by May 28, 2024 was published by the Bank in the currentreport No. 24/2024 of June 3, 2024 and amounts 172_#160;550.
Due to the suspension of share purchases from May 29,2024 until the dividend date and the determination of the final numberof shares entitled to dividend (reducing the total number of shares -130_#160;659_#160;600 by the shares purchased so far in the number of 172,550),the amount of net profit allocated to dividend for shareholders is PLN1,454,930,607.50, andthe amount of dividend per one ordinary shareis PLN 11.15.The Bank's Management Board recommends allocating theremaining part of the net profit in the amount of PLN 800,259,737.96 toreserve capital.
The Bank decided to change the draft resolution interms of wording: § 5, section 4, point 5, § 5, section 4, point 16, §5, section 4, point 17, § 5, section 4, point 21, § 5, section 4, point23, § 29, section 1 of Articles of Association of Bank Handlowy wWarszawie S.A. ("Statute")inconnection with comments received from the Polish Financial SupervisionAuthority as part of the proceedings regarding the issuance of thePolish Financial Supervision Authority's licence to amend the Statute.
The modified draft resolutions referred to above havebeen attached hereto. The content of the remaining draft resolutions tobe the subject of the Ordinary General Meeting of Bank Handlowy wWarszawie S.A. convened on June 19, 2024, published in current reportNo. 20/2024 of May 22, 2024, No. 22/2024 of May 27, 2024 and No. 23/2024of May 29, 2024, remain unchanged._#160;
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