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PKO Bank Polski S.A.

AGM Information Jun 13, 2025

5773_rns_2025-06-13_0ce5d19e-bdc5-4d05-bb2c-45274ff5ca61.pdf

AGM Information

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Resolutions not adopted by the AGM of PKO Bank Polski S.A.

RESOLUTION No. 16/2025 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 Dariusz Szwed, 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 160 859 144
against 571 793 531
abstaining 188 881 439

RESOLUTION No. 17/2025 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.

The Annual General Meeting does not grant a vote of approval for the performance of his duties by Mr Dariusz Szwed, President of the Management Board till 14 February 2024.

§ 2.

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

number of shares for which valid votes were cast 866 728 045
% of share capital represented by the shares for which valid votes 69.34%
were cast
total number of valid votes 866 728 045
including votes: for 377 345 066
against 9 603 427
abstaining 479 779 552

RESOLUTION No. 19/2025 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 Paweł Gruza, 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 107 411 052
against 581 396 958
abstaining 232 726 104

RESOLUTION No. 20/2025 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.

The Annual General Meeting does not grant a vote of approval for the performance of his duties by Mr Paweł Gruza, Vice-President of the Management Board, till 14 February 2024.

§ 2.

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

number of shares for which valid votes were cast 910 572 710
% of share capital represented by the shares for which valid votes 72.85%
were cast
total number of valid votes 910 572 710
including votes: for 430 793 158
against 0
abstaining 479 779 552

RESOLUTION No. 21/2025 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 Maciej Brzozowski, 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 117 014 479
against 571 793 531
abstaining 232 726 104

RESOLUTION No. 22/2025 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.

The Annual General Meeting does not grant a vote of approval for the performance of his duties by Mr Maciej Brzozowski, Vice-President of the Management Board, till 14 February 2024.

§ 2.

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

number of shares for which valid votes were cast 910 572 710
% of share capital represented by the shares for which valid votes 72.85%
were cast
total number of valid votes 910 572 710
including votes: for 421 189 731
against 9 603 427
abstaining 479 779 552

RESOLUTION No. 23/2025 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 Marcin Eckert, 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 117 014 479
against 571 793 531
abstaining 232 726 104

RESOLUTION No. 24/2025 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.

The Annual General Meeting does not grant a vote of approval for the performance of his duties by Mr Marcin Eckert, Vice-President of the Management Board, till 14 February 2024.

§ 2.

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

number of shares for which valid votes were cast 910 572 710
% of share capital represented by the shares for which valid votes 72.85%
were cast
total number of valid votes 910 572 710
including votes: for 421 189 731
against 9 603 427
abstaining 479 779 552

RESOLUTION No. 25/2025 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 Wojciech Iwanicki, 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 117 014 479
against 571 793 531
abstaining 232 726 104

RESOLUTION No. 26/2025 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.

The Annual General Meeting does not grant a vote of approval for the performance of his duties by Mr Wojciech Iwanicki, Vice-President of the Management Board, till 14 February 2024.

§ 2.

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

number of shares for which valid votes were cast 910 572 710
% of share capital represented by the shares for which valid votes 72.85%
were cast
total number of valid votes 910 572 710
including votes: for 421 189 731
against 9 603 427
abstaining 479 779 552

RESOLUTION No. 27/2025 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 Artur Kurcweil, 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 117 014 479
against 571 793 531
abstaining 232 726 104

RESOLUTION No. 28/2025 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.

The Annual General Meeting does not grant a vote of approval for the performance of his duties by Mr Artur Kurcweil, Vice-President of the Management Board, till 14 February 2024.

§ 2.

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

number of shares for which valid votes were cast 910 572 710
% of share capital represented by the shares for which valid votes 72.85%
were cast
total number of valid votes 910 572 710
including votes: for 421 189 731
against 9 603 427
abstaining 479 779 552

RESOLUTION No. 37/2025 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 Mariusz Andrzejewski, member of the Supervisory Board till 2 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 448 249 170
against 69 615 016
abstaining 403 669 928

RESOLUTION No. 38/2025 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 Wojciech Jasiński, Vice-President of the Supervisory Board till 2 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 448 249 170
against 69 615 016
abstaining 403 669 928

RESOLUTION No. 39/2025 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 Dominik Kaczmarski, Secretary of the Supervisory Board till 2 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 448 249 170
against 69 615 016
abstaining 403 669 928

RESOLUTION No. 40/2025 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 Rafał Kos, member of the Supervisory Board till 2 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 448 249 170
against 69 615 016
abstaining 403 669 928

RESOLUTION No. 41/2025 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 Tomasz Kuczur, member of the Supervisory Board till 2 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 448 249 170
against 69 615 016
abstaining 403 669 928

RESOLUTION No. 42/2025 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 Łopiński, member of the Supervisory Board till 2 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 448 249 170
against 69 615 016
abstaining 403 669 928

RESOLUTION No. 43/2025 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 Robert Pietryszyn, President of the Supervisory Board till 2 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 448 249 170
against 69 615 016
abstaining 403 669 928

RESOLUTION No. 44/2025 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 Bogdan Szafrański, member of the Supervisory Board till 2 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 448 249 170
against 69 615 016
abstaining 403 669 928

RESOLUTION No. 47/2025 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 Agnieszka Winnik-Kalemba, member of the Supervisory Board till 28 June 2024, 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 448 249 170
against 69 615 016
abstaining 403 669 928

RESOLUTION No. 48/2025 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 Kisielewicz, member of the Supervisory Board till 28 June 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 448 249 170
against 69 615 016
abstaining 403 669 928

RESOLUTION No. 48/2025 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 13 June 2025

on amending Resolution No. 2/2017 of the Extraordinary General Meeting of Powszechna Kasa Oszczędności Bank Polski S.A. of March 13, 2017 on the principles for shaping the remuneration of members of the Management Board, as amended by Resolution No. 4/2019 of the Extraordinary General Meeting of Powszechna Kasa Oszczędności Bank Polski S.A. of September 17, 2019;

Acting pursuant to Art. 378 § 2 of the Code of Commercial Companies and Art. 2.2.1 and Art. 4.3. of the Act on the Rules of Remunerating Persons Who Direct Certain Companies of 9 June 2016 (Journal of Laws of 2020, item 1907), the Company' s Annual General Meeting resolves as follows:

§ 1.

Resolution No. 2/2017 of the Extraordinary General Meeting of Powszechna Kasa Oszczędności Bank Polski S.A. of March 13, 2017 on the principles of shaping the remuneration of members of the Management Board, as amended by Resolution No. 4/2019 of the Extraordinary General Meeting of Powszechna Kasa Oszczędności Bank Polski S.A. of September 17, 2019, is amended as follows:

1. § 2(2) which reads:

"2. The amount of Fixed Remuneration shall be determined by the Supervisory Board for each member of the Management Board, respectively, in an amount range between 7 (seven) and 15 (fifteen) times the assessment base referred to in Article 1, paragraph 3, item 11 of the Act."

receives the following new wording:

"2. The amount of the monthly Fixed Remuneration shall be determined by the Supervisory Board, respectively, for each member of the Management Board in the amount range from 7 (seven) to 15 (fifteen) times the base of assessment, understood as the arithmetic average of the amount of average monthly salaries in the enterprise sector without payments of rewards from profit, announced by the President of the Central Statistical Office, from 12 quarters of the last 3 full consecutive years, preceding the year for which the base of assessment is determined."

2. § 3.2a(a) which reads:

"(a) the formation and application of rules for the remuneration of members of the management and supervisory bodies of the Bank's subsidiaries, within the meaning of Article 4(3) of the Act of February 16, 2007 on competition and consumer protection, corresponding to the rules set forth in the Act."

receives the following new wording:

"(a) the formation and application of rules for the remuneration of members of the management and supervisory bodies of the Bank's subsidiaries within the meaning of Article 4(3) of the Law of February 16, 2007 on Competition and Consumer Protection that correspond to the rules set forth in the Law, taking into account other legal acts that change or modify the basis of measurement, including the provisions of the Law on Special Solutions for Implementation of the Budget Act for the year,".

§ 2.

The Supervisory Board is obliged to determine the amount of Fixed Remuneration of the members of the Management Board and to amend the contracts for management services concluded with the members of the Management Board in accordance with the content of Resolution No. 2/2017 of the Extraordinary General Meeting of Powszechna Kasa Oszczędności Bank Polski S.A. of March 13, 2017 on the principles of shaping the remuneration of the members of the Management Board, as amended by Resolution No. 4/2019 of the Extraordinary General Meeting of Powszechna Kasa Oszczędności Bank Polski S.A. of September 17, 2019, as amended by this resolution within 3 months from the effective date of this resolution.

§ 3.

The resolution comes into force on the date of adoption.

Additional information concerning the resolution:
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 459 510 051
against 272 856 464
abstaining 189 167 599

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