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PKO Bank Polski S.A.

AGM Information Jun 13, 2025

5773_rns_2025-06-13_d5be934b-9064-4b68-8e50-79cd7ecad1d0.pdf

AGM Information

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Resolutions adopted by the AGM of PKO Bank Polski S.A.

RESOLUTION No. 1/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on the election of the Chairman of the Annual General Meeting

Pursuant to Article 409 § 1 of the Commercial Companies Code the Annual General Meeting elects as its Chairman Mr Leszek Koziorowski.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 921 516 240
against 17 874
abstaining 0

RESOLUTION No. 2/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on approving the Financial statements of PKO Bank Polski S.A. for the year ended 31 December 2024

Pursuant to Article 395 § 2 point 1 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

The Annual General Meeting approves the Financial statements of PKO Bank Polski S.A. for the year ended 31 December 2024, composed of:

  • 1) the profit and loss account for the period from 1 January 2024 to 31 December 2024, reporting a net income in the amount of PLN 9 150 000 000;
  • 2) statement of comprehensive income;
  • 3) statement of financial position as of 31 December 2024, reporting assets and total liabilities and equity amounting to PLN 500 747 000 000;
  • 4) statement of changes in equity;
  • 5) statement of cash flow, showing a decrease in net cash in the period between 1 January 2024 and 31 December 2024 by PLN 2 625 000 000.
  • 6) notes to the financial statements.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 917 842 334
against 2 692 110
abstaining 999 670

RESOLUTION No. 3/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on approving the Directors' Report of the PKO Bank Polski S.A. Group for 2024, prepared jointly with the Directors' Report of PKO Bank Polski S.A., which includes the PKO Bank Polski S.A. Group Sustainability Report 2024 together with the Directors' report on representation expenses, as well as expenses for legal, marketing, public relations and social communication services and management consulting services for 2024

Pursuant to Article 395 § 2 point 1 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

The Annual General Meeting hereby approves the Directors' Report of the PKO Bank Polski S.A. Group for year 2024 prepared jointly with the Directors' Report of PKO Bank Polski S.A., which includes the PKO Bank Polski S.A. Group Sustainability Report 2024 together with the Directors' report on representation expenses, as well as expenses for legal, marketing, public relations and social communication services and management consulting services for 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73,72%
were cast
total number of valid votes 921 534 114
including votes: for 920 261 709
against 272 735
abstaining 999 670

RESOLUTION No. 4/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on approving the Consolidated financial statements of the PKO Bank Polski S.A. Group for the year ended 31 December 2024

Pursuant to Article 395 § 5 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

The Annual General Meeting approves the Consolidated financial statements of the PKO Bank Polski S.A. Group for the year ended 31 December 2024, composed of:

  • 1) consolidated profit and loss account for the period from 1 January 2024 to 31 December 2024, reporting a net income in the amount of PLN 9 304 000 000;
  • 2) consolidated total income statements;
  • 3) consolidated statements of financial position as of 31 December 2024, reporting assets and total liabilities and equity amounting to PLN 525 225 000 000;
  • 4) consolidated statements of changes in equity;
  • 5) consolidated statements of cash flow, showing a decrease in net cash in the period between 1 January 2024 and 31 December 2024 by PLN 2 918 000 000;
  • 6) notes to the consolidated financial statements.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 917 842 334
against 2 692 110
abstaining 999 670

RESOLUTION No. 5/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on approving the Report of the Supervisory Board of PKO Bank Polski S.A. for the year 2024

Pursuant to Article 395 § 5 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

The Report of the Supervisory Board of PKO Bank Polski S.A. for the year 2024 is hereby approved.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 920 279 583
against 254 861
abstaining 999 670

RESOLUTION No. 6/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on retaining the undistributed profit of PKO Bank Polski S.A. from previous years, as undistributed profit

Acting pursuant to art. 395 § 2 point 2 of the Commercial Companies Code, the Annual General Meeting hereby adopts the following:

§ 1.

Undistributed profit of PKO Bank Polski S.A. from previous years in the amount of PLN 9 437 974 386,73

remains undistributed.

§ 2.

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

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 921 534 114
against 0
abstaining 0

RESOLUTION No. 7/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on the distribution of profit earned by PKO Bank Polski S.A. in 2024, the defining the amount of dividend per each share, dividend day and the day of its payment

Acting pursuant to Article 395 § 2 point 2 and Article 348 § 3, § 4 and § 5 of the Commercial Companies Code, the Annual General Meeting hereby adopts the following:

§ 1.

    1. From the net profit of PKO Bank Polski S.A. achieved in 2024 in the amount of PLN 9 149 777 622.72, PLN 6 850 000 000 will be allocated to be distributed among shareholders, which constitutes 74.87% of the net profit of PKO Bank Polski S.A. achieves in 2024.
    1. The remainder of the profit in the amount of PLN 2 299 777 622.72 will be allocated to the reserve capital for the payment of dividend, including interim dividend in accordance with § 30 of the Bank's Statute.

§ 2.

The Management Board of PKO Bank Polski S.A. is authorized to use reserve capital referred to in § 1 (2) for the payment of interim dividend.

§ 3.

    1. Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna shall pay the dividend from the net profit for 2024 in the amount of PLN 5.48 per share in accordance with section 2 and 3.
    1. The dividend day shall be 5 th August 2025.
  • The dividend shall be payable on 14nd August 2025.

§ 4.

The resolution enters into force on the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 921 534 114
against 0
abstaining 0

RESOLUTION No. 8/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on expressing an opinion regarding the "Report on the remuneration of the members of the Management Board and the Supervisory Board of PKO Bank Polski S.A. for the year 2024"

Acting pursuant to Article 90g (6) of the Act on public offering and conditions governing the introduction of financial instruments to organized trading, and public companies of 29 July 2005, the Annual General Meeting adopts the following:

§ 1.

The "Report on the remuneration of the members of the Management Board and the Supervisory Board of PKO Bank Polski S.A. for the year 2024" prepared by the Supervisory Board is given a positive opinion, without any additional comments or reservations.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 566 680 021
against 330 334 043
abstaining 24 520 050

RESOLUTION No. 9/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on granting a vote of acceptance to the performance of duties by a member of the Management Board for 2024

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

Mr Szymon Midera, President of the Management Board is hereby granted a vote of acceptance to confirm the discharge of his duties in 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 633 133 745
against 188 829 759
abstaining 99 570 610

RESOLUTION No. 10/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on granting a vote of acceptance to the performance of duties by a member of the Management Board for 2024

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

Mr Krzysztof Dresler, Vice-President of the Management Board is hereby granted a vote of acceptance to confirm the discharge of his duties in 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 633 133 745
against 188 829 759
abstaining 99 570 610

RESOLUTION No. 11/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on granting a vote of acceptance to the performance of duties by a member of the Management Board for 2024

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

Ms Ludmiła Falak-Cyniak, Vice-President of the Management Board is hereby granted a vote of acceptance to confirm the discharge of her duties in 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 633 133 745
against 188 829 759
abstaining 99 570 610

RESOLUTION No. 12/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on granting a vote of acceptance to the performance of duties by a member of the Management Board for 2024

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

Mr Piotr Mazur, Vice-President of the Management Board is hereby granted a vote of acceptance to confirm the discharge of his duties in 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 633 133 745
against 188 829 759
abstaining 99 570 610

RESOLUTION No. 13/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on granting a vote of acceptance to the performance of duties by a member of the Management Board for 2024

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

Mr Marek Radzikowski, Vice-President of the Management Board is hereby granted a vote of acceptance to confirm the discharge of his duties in 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 633 133 745
against 188 829 759
abstaining 99 570 610

RESOLUTION No. 14/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on granting a vote of acceptance to the performance of duties by a member of the Management Board for 2024

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

Mr Michał Sobolewski, Vice-President of the Management Board is hereby granted a vote of acceptance to confirm the discharge of his duties in 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 633 133 745
against 188 829 759
abstaining 99 570 610

RESOLUTION No. 15/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on granting a vote of acceptance to the performance of duties by a member of the Management Board for 2024

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

Mr Mariusz Zarzycki, Vice-President of the Management Board, is hereby granted a vote of acceptance to confirm the discharge of his duties in 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 633 133 745
against 188 829 759
abstaining 99 570 610

RESOLUTION No. 18/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on granting a vote of acceptance to the performance of duties by a member of the Management Board for 2024

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

Mr Andrzej Kopyrski, Vice-President of the Management Board till 14 February 2024, is hereby granted a vote of acceptance to confirm the discharge of his duties in 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 633 133 745
against 188 829 759
abstaining 99 570 610

RESOLUTION No. 29/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on granting a vote of acceptance to the performance of duties by a member of the Supervisory Board for 2024

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

Ms Katarzyna Zimnicka-Jankowska, the Chairman of the Supervisory Board, is hereby granted a vote of acceptance to confirm the discharge of her duties in 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 825 771 577
against 69 615 016
abstaining 26 147 521

RESOLUTION No. 30/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on granting a vote of acceptance to the performance of duties by a member of the Supervisory Board for 2024

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

Mr Paweł Waniowski, Vice-Chairman of the Supervisory Board is hereby granted a vote of acceptance to confirm the discharge of his duties in 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 825 771 577
against 69 615 016
abstaining 26 147 521

RESOLUTION No. 31/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on granting a vote of acceptance to the performance of duties by a member of the Supervisory Board for 2024

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

Mr Marek Panfil, the Secretary of the Supervisory Board, is hereby granted a vote of acceptance to confirm the discharge of his duties in 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 825 771 577
against 69 615 016
abstaining 26 147 521

RESOLUTION No. 32/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on granting a vote of acceptance to the performance of duties by a member of the Supervisory Board for 2024

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

Mr Maciej Cieślukowski, member of the Supervisory Board is hereby granted a vote of acceptance to confirm the discharge of his duties in 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 825 771 577
against 69 615 016
abstaining 26 147 521

RESOLUTION No. 33/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on granting a vote of acceptance to the performance of duties by a member of the Supervisory Board for 2024

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

Mr Jerzy Kalinowski, member of the Supervisory Board is hereby granted a vote of acceptance to confirm the discharge of his duties in 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 825 771 577
against 69 615 016
abstaining 26 147 521

RESOLUTION No. 34/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on granting a vote of acceptance to the performance of duties by a member of the Supervisory Board for 2024

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

Ms Hanna Kuzińska, member of the Supervisory Board is hereby granted a vote of acceptance to confirm the discharge of her duties in 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 825 771 577
against 69 615 016
abstaining 26 147 521

RESOLUTION No. 35/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on granting a vote of acceptance to the performance of duties by a member of the Supervisory Board for 2024

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

Mr Andrzej Oślizło, member of the Supervisory Board, is hereby granted a vote of acceptance to confirm the discharge of his duties in 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 825 771 577
against 69 615 016
abstaining 26 147 521

RESOLUTION No. 36/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on granting a vote of acceptance to the performance of duties by a member of the Supervisory Board for 2024

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

Mr Jerzy Śledziewski, member of the Supervisory Board is hereby granted a vote of acceptance to confirm the discharge of his duties in 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 825 771 577
against 69 615 016
abstaining 26 147 521

RESOLUTION No. 45/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on granting a vote of acceptance to the performance of duties by a member of the Supervisory Board for 2024

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

Mr Szymon Midera, member of the Supervisory Board from 2 February 2024 till 25 March 2024, is hereby granted a vote of acceptance to confirm the discharge of his duties in 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 825 771 577
against 69 615 016
abstaining 26 147 521

RESOLUTION No. 46/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on granting a vote of acceptance to the performance of duties by a member of the Supervisory Board for 2024

Pursuant to Article 395 § 2 point 3 of the Commercial Companies Code, the Annual General Meeting adopts the following:

§ 1.

Mr Marek Radzikowski, member of the Supervisory Board from 2 February 2024 till 21 April 2024, is hereby granted a vote of acceptance to confirm the discharge of his duties in 2024.

§ 2.

This resolution shall come into force as of the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 825 771 577
against 69 615 016
abstaining 26 147 521

RESOLUTION No. 49/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on the assessment of the adequacy of the internal regulations concerning the functioning of the Supervisory Board of PKO Bank Polski S.A. and the effectiveness of its functioning

Pursuant to Article 395 § 5 of the Commercial Companies Code in conjunction with recommendation 8.9 of Recommendation Z of the Polish Financial Supervision Authority concerning the principles of internal governance in banks, the Annual General Meeting hereby resolves as follows:

§ 1.

Having examined the legal opinion of the external advisor on the adequacy of internal regulations concerning the functioning of the Supervisory Board of PKO Bank Polski S.A. and the effectiveness of its functioning, a positive assessment is made of the adequacy of internal regulations concerning the functioning of the Supervisory Board of PKO Bank Polski S.A. and the effectiveness of its functioning.

§ 2.

The resolution shall enter into force on the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 921 534 114
against 0
abstaining 0

RESOLUTION No. 50/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on the approval of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A.

Acting pursuant to § 9(1)(18) of the Bank's Articles of Association, in connection with Article 22aa of the Act of 29 August 1997 Banking Law and in connection with § 2(2) of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., constituting an appendix to resolution No. 13/2024 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 28 June 2024 on the approval of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A. (the Policy), the Annual General Meeting resolves as follows:

§ 1.

    1. The Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A. is approved in the wording constituting an appendix to this resolution, which replaces the Policy.
    1. The Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., referred to in paragraph 1, shall enter into force on the day following the day of closing of the Annual General Meeting convened for 13 June 2025.

§ 2.

The resolution shall enter into force on the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 897 028 943
against 17 874
abstaining 24 487 297

RESOLUTION No. 51/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on the assessment of the conduciveness of PKO Bank Polski S.A.'s remuneration policy to the Bank's development and operational security

Acting pursuant to § 1(2) of Resolution No 12/2024 of the Annual General Meeting of 28 June 2024 amending Resolution No. 50/2015 of the Annual General Meeting of 25 June 2015 on the "Corporate governance principles for supervised institutions" in conjunction with § 28(4) of the "Corporate governance principles for supervised institutions", the Annual General Meeting resolves as follows:

§ 1.

Having considered the "Assessment of the functioning of PKO Bank Polski S.A.'s remuneration policy in 2024" report presented by the Supervisory Board, the General Meeting has determined that the established PKO Bank Polski S.A.'s remuneration policy is conducive to the development and operational security of PKO Bank Polski.

§ 2.

The resolution enters into force on the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 889 443 347
against 7 603 470
abstaining 24 487 297

RESOLUTION No. 52/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on the periodic assessment of the individual suitability of a member of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A.

Acting pursuant to § 5(2)(2) of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., constituting an appendix to resolution No. 13/2024 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 28 June 2024 on the approval of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., in connection with Article 22aa of the Act of 29 August 1997 Banking Law, the Annual General Meeting, after conducting the suitability assessment, resolves as follows:

§ 1.

The individual suitability of the member of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna – Mr Maciej Cieślukowski – conducted as part of the periodic suitability assessment, is confirmed.

§ 2.

The resolution shall enter into force on the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 895 077 501
against 1 969 316
abstaining 24 487 297

RESOLUTION No. 53/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on the periodic assessment of the individual suitability of a member of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A.

Acting pursuant to § 5(2)(2) of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., constituting an appendix to resolution No. 13/2024 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 28 June 2024 on the approval of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., in connection with Article 22aa of the Act of 29 August 1997 Banking Law, the Annual General Meeting, after conducting the suitability assessment, resolves as follows:

§ 1.

The individual suitability of the member of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna – Mr Jerzy Kalinowski – conducted as part of the periodic suitability assessment, is confirmed.

§ 2.

The resolution shall enter into force on the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 895 077 501
against 1 969 316
abstaining 24 487 297

RESOLUTION No. 54/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on the periodic assessment of the individual suitability of a member of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A.

Acting pursuant to § 5(2)(2) of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., constituting an appendix to resolution No. 13/2024 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 28 June 2024 on the approval of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., in connection with Article 22aa of the Act of 29 August 1997 Banking Law, the Annual General Meeting, after conducting the suitability assessment, resolves as follows:

§ 1.

The individual suitability of the member of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna – Ms Hanna Kuzińska – conducted as part of the periodic suitability assessment, is confirmed.

§ 2.

The resolution shall enter into force on the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 895 077 501
against 1 969 316
abstaining 24 487 297

RESOLUTION No. 55/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on the periodic assessment of the individual suitability of a member of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A.

Acting pursuant to § 5(2)(2) of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., constituting an appendix to resolution No. 13/2024 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 28 June 2024 on the approval of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., in connection with Article 22aa of the Act of 29 August 1997 Banking Law, the Annual General Meeting, after conducting the suitability assessment, resolves as follows:

§ 1.

The individual suitability of the member of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna – Mr Andrzej Oślizło – conducted as part of the periodic suitability assessment, is confirmed.

§ 2.

The resolution shall enter into force on the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 895 077 501
against 1 969 316
abstaining 24 487 297

RESOLUTION No. 56/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on the periodic assessment of the individual suitability of a member of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A.

Acting pursuant to § 5(2)(2) of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., constituting an appendix to resolution No. 13/2024 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 28 June 2024 on the approval of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., in connection with Article 22aa of the Act of 29 August 1997 Banking Law, the Annual General Meeting, after conducting the suitability assessment, resolves as follows:

§ 1.

The individual suitability of the member of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna – Mr Marek Panfil – conducted as part of the periodic suitability assessment, is confirmed.

§ 2.

The resolution shall enter into force on the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 895 077 501
against 1 969 316
abstaining 24 487 297

RESOLUTION No. 57/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on the periodic assessment of the individual suitability of a member of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A.

Acting pursuant to § 5(2)(2) of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., constituting an appendix to resolution No. 13/2024 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 28 June 2024 on the approval of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., in connection with Article 22aa of the Act of 29 August 1997 Banking Law, the Annual General Meeting, after conducting the suitability assessment, resolves as follows:

§ 1.

The individual suitability of the member of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna – Mr Jerzy Śledziewski – conducted as part of the periodic suitability assessment, is confirmed.

§ 2.

The resolution shall enter into force on the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 895 077 501
against 1 969 316
abstaining 24 487 297

RESOLUTION No. 58/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on the periodic assessment of the individual suitability of a member of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A.

Acting pursuant to § 5(2)(2) of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., constituting an appendix to resolution No. 13/2024 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 28 June 2024 on the approval of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., in connection with Article 22aa of the Act of 29 August 1997 Banking Law, the Annual General Meeting, after conducting the suitability assessment, resolves as follows:

§ 1.

The individual suitability of the member of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna – Mr Paweł Waniowski – conducted as part of the periodic suitability assessment, is confirmed.

§ 2.

The resolution shall enter into force on the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 895 077 501
against 1 969 316
abstaining 24 487 297

RESOLUTION No. 59/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on the periodic assessment of the individual suitability of a member of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A.

Acting pursuant to § 5(2)(2) of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., constituting an appendix to resolution No. 13/2024 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 28 June 2024 on the approval of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., in connection with Article 22aa of the Act of 29 August 1997 Banking Law, the Annual General Meeting, after conducting the suitability assessment, resolves as follows:

§ 1.

The individual suitability of the member of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna – Ms Katarzyna Zimnicka - Jankowska – conducted as part of the periodic suitability assessment, is confirmed.

§ 2.

The resolution shall enter into force on the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 895 077 501
against 1 969 316
abstaining 24 487 297

RESOLUTION No. 60/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on the collective suitability assessment of the Supervisory Board of PKO Bank Polski S.A.

Acting pursuant to § 5(4) of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., introduced by resolution No. 13/2024 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 28 June 2024 on the approval of the Policy regarding suitability assessment of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A., in connection with Article 22aa of the Banking Law Act and 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 Annual General Meeting of Shareholders, after conducting the suitability assessment, resolves as follows:

§ 1.

The collective suitability of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna is confirmed.

§ 2.

The resolution shall enter into force on the date of its adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 919 819 659
against 1 714 455
abstaining 0

RESOLUTION No. 62/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on amending Resolution No. 3/2017 of the Extraordinary General Meeting of Powszechna Kasa Oszczędności Bank Polski S.A. of March 13, 2017 on establishing rules for remuneration of members of the Supervisory Board, as amended by Resolution No. 5/2019 of the Extraordinary General Meeting of Powszechna Kasa Oszczędności Bank Polski S.A. of September 17, 2019;

Acting pursuant to Article 392 § 1 of the Commercial Companies Code and Article 2(2)(1) and Article 10 of the Act of June 9, 2016 on the Principles of Shaping the Remuneration of Persons Heading Certain Companies (Journal of Laws of 2020, item 1907), the Annual General Meeting resolves as follows:

§ 1.

Resolution No. 3/2017 of the Extraordinary General Meeting of Powszechna Kasa Oszczędności Bank Polski S.A. of March 13, 2017 on establishing rules for remuneration of members of the Supervisory Board, as amended by Resolution No. 5/2019 of the Extraordinary General Meeting of Powszechna Kasa Oszczędności Bank Polski S.A. of September 17, 2019, is amended as follows:

1) the existing wording of § 1.1:

"1. The monthly remuneration of members of the Supervisory Board shall be established as the product of the basis of assessment referred to in Article 1, paragraph 3, item 11 of the Act of June 9, 2016 on the principles of shaping the remuneration of persons managing certain companies and the multiplier:

a) for the Chairman of the Supervisory Board - 2.75;

b) for the Vice-Chairman of the Supervisory Board - 2.5;

c) for the Secretary of the Supervisory Board - 2.25;

d) for other members of the Supervisory Board - 2"

receives the following new wording:

"1. The monthly remuneration of members of the Supervisory Board shall be established, in the amount of 2.75 - times the basis of assessment referred to in Article 1, paragraph 3, item 11 of the Act of June 9, 2016 on the principles of shaping the remuneration of persons managing certain companies, taking into account other legal acts changing or modifying the basis of assessment, including the provisions of laws on special solutions for the implementation of the budget law for the year.".

The resolution comes into force on the date of adoption.

number of shares for which valid votes were cast 921 534 114
% of share capital represented by the shares for which valid votes 73.72%
were cast
total number of valid votes 921 534 114
including votes: for 512 958 143
against 272 823 711
abstaining 135 752 260

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