Management area

As at 31 December 2024, the Management Board of PKO Bank Polski S.A. consisted of 7 executive members: 6 men and 1 woman. The ratio of women to men in the Management Board at the end of the year was 17% (11% on average for the whole year). The internal division of competences in the Bank's Management Board at the end of 2024 is as follows:

• The President of the Management Board is responsible in particular for matters related to strategy, internal audit, security, compliance risk, conduct risk, reputational risk, legal services, human resources management, communication and marketing, and corporate governance;
• The Vice-President of the Management Board supervising the Retail Banking and Corporate Banking Area is responsible in particular for matters related to the creation of a product offer for individuals, including shaping the offer of investment and insurance banking products, product sales and services for individuals and companies, and business services;
• The Vice-President of the Management Board supervising the Corporate and Investment Banking Area is responsible in particular for matters related to investment banking, provision of custody services, creation of an offer of treasury products and the Bank's own activities on the financial market, creation of a product offer for companies, enterprises and clients of corporate banking and the public sector, sale of products to these clients, excluding companies,
• The Vice-President of the Management Board, supervising the Finance and Accounting Area, is responsible in particular for matters related to: macroeconomic analyses, financial planning and controlling, accounting and financial reporting, taxes and sustainable development;
• The Vice-President of the Management Board, supervising the Administration Area, is responsible in particular for matters related to the purchase and management of the Bank's real estate;
• The Vice-President of the Management Board supervising the Operations and International Banking Area is responsible in particular for matters related to operations services, customer advocate functions, product sales and customer service for international and institutional banking, customer service using means of distance communication, product administration and cash management;
• The Vice-President of the Management Board, who supervises the Technology Area, is responsible in particular for matters related to IT;
• The Vice-President of the Management Board, supervising the Risk Management Area, is responsible in particular for matters related to the management of all types of risk related to the Bank's operations, excluding the risk of non-compliance, risk of conduct and risk of loss of reputation, as well as matters related to restructuring and debt collection of the Bank.

All members of the Bank's Management Board have many years of experience in banking and financial market institutions in top management positions. They also have knowledge and experience related to the specifics of the supervised areas (e.g. banking risk, information technology, financial reporting).

The competences and experience of the Management Board members are periodically verified as part of the assessment of individual and collective suitability as a whole management body. In addition, in accordance with the Polish requirements of banking supervision, the appointment to the position of President of the Bank's Management Board and a member of the Management Board supervising the area of risk management requires the consent of the Polish Financial Supervision Authority, which, when issuing its decision, takes into account, m.in, the aspect of the candidate's experience.

As at 31 December 2024, the Supervisory Board consisted of 8 non-executive members, all of whom were designated as independent members. The ratio of women to men on the Supervisory Board at the end of the year was 33% (47% on average for the whole year).

All members of the Supervisory Board, in accordance with the formal requirements, meet certain qualification criteria required for members of the supervisory body of companies with State Treasury participation. Members of the Supervisory Board of PKO Bank Polski S.A. represent the scientific, business and auditing and advisory communities.

In the Bank, issues related to deepening the necessary expertise in the field of sustainable development are determined on the basis of: internal and external regulations, needs research, including adequately to the planned activities, especially in the context of strategic objectives, reports on the implementation of mandatory ESG training, post-audit recommendations, analysis of employees' qualifications, their role and responsibilities.

Assessment of the knowledge, skills and experience of the members of the Management Board and the Supervisory Board of the Bank on sustainable development, including the ability to manage ESG risk and the impact of ESG risk factors on the Bank's operations, is one of the verification criteria in the framework of preliminary and periodic (annual) individual and collective suitability assessments. The assessment of the results of the Management Board and the Supervisory Board of the Bank in terms of fulfilling the duties entrusted to them, including supervising the management of the organisation's impact on ESG issues, is carried out in many aspects, including, m.in, through periodic monitoring of the achievement of non-financial indicators and objectives related to the ESG area, the management objectives of the Bank's Management Board members, including the implementation of the Bank's strategy and the impact of the organisation on stakeholders and the social environment.

In 2024, in connection with the development of skills and deepening knowledge, the Bank carried out m.in activities:

• a strategic workshop for members of the Sustainable Development Committee and other Members of the Management Board and the Supervisory Board of the Bank: climate competitiveness of companies and the role of financial institutions;
• a workshop on an in-depth understanding of the carbon footprint and climate competitiveness of enterprises for the Members of the Management Board and the Supervisory Board of the Bank.

Both workshops addressed the issues of the broader context of climate change and the role of business in preventing it, the impact of climate change on business, mechanisms related to supply chains and the requirements of financial institutions, climate strategy as an element of business strategy and building competitive advantage, the situation of companies in the context of the Polish energy mix and the relative degree of advancement of pro-climate activities, the evolution of the principles of corporate reporting in the field of footprint (SBTI, CDP, TCFD), ways to reduce the carbon footprint in individual areas and asset classes.

The Sustainable Development Committee of PKO Bank Polski S.A. is responsible for supervising the Bank's Group's revenues, risks and opportunities.

The Sustainable Development Committee (SDC) is the main advisory body of the Management Board of PKO Bank Polski S.A., responsible for monitoring, managing and supervising influences, risks and opportunities in relation to the Bank's Group. The Committee's objectives are, m.in, to supervise the implementation of the objectives of the Bank and the Bank's Group, as well as initiatives in the field of sustainable development and energy transition, to support the Management Board in setting priorities, directions of activities and goals in the field of sustainable development, and to shape the sustainable development management system. As part of the procedures for monitoring, managing and supervising impacts, risks and opportunities, the Committee is required to hold meetings as needed, but not less than once a quarter. Within the scope of its competences, the Bank's Management Board makes decisions on issues related to the Bank's sustainable development, in particular based on the recommendations of the Sustainable Development Committee. The supervision of the KZR is exercised by the Management Board of the Bank through the participation of two members of the Management Board in the work of the Committee and on the basis of minutes of meetings and reports on the Committee's activities. The Chairman and Vice-Chairman of the Committee were appointed respectively the Vice-President of the Management Board supervising the area of finance and accounting and the Vice-President of the Management Board supervising the area of risk.

The diversity policy of the Bank's Management Board and Supervisory Board members is an important part of the Bank's suitability assessment policies:

• Policy on the suitability of members of the Management Board and persons performing the most important functions in the Bank and the assessment of suitability in the companies of the Bank's Group,
• Policy on the assessment of the suitability of candidates for members of the Supervisory Board and members of the Supervisory Board of the Bank.

The regulations introduced in the Bank define the directions of selection, appointment and planning of succession, including human resources and assessment of the suitability of members of the Management Board and persons performing the most important functions in the Bank. These people are assessed in terms of competence, knowledge and skills, experience adequate to the position, as well as reputation, understood as a sufficiently impeccable reputation, honesty and ethics of action. On the basis of the introduced regulations, the General Meeting makes decisions regarding the selection and assessment of the suitability of candidates and members of the Bank's Supervisory Board, the Bank's Supervisory Board makes decisions regarding the selection and assessment of the suitability of members of the Bank's Management Board, while the members of the Bank's Management Board make decisions regarding the selection and assessment of the suitability of MRTs (Material Risk Takers). The Bank's Supervisory Board monitors the effectiveness of the policy applied and, where appropriate, makes changes taking into account the recommendations of the Supervisory Board's Nomination and Remuneration Committee.

As a result of the annual review of the Suitability Policy for candidates for members and members of the Supervisory Board, in June 2024 the General Meeting adopted changes to the provisions of the diversity policy concerning:

• specify the date and manner of achieving the objectives of gender diversity in the Bank's Supervisory Board by assuming that the target achievement of at least the minimum level of gender diversity (i.e. 30%) in the composition of each Supervisory Board of the Bank should take place starting from the appointment of the Bank's Supervisory Board for a new joint term of office after 31 December 2025, and the implementation of this objective will take place through the application of the principle of equal opportunities in the selection of members of the Bank's Supervisory Board and the shaping of the organization of a culture of diversity,
• specify that the General Meeting, when making changes to the composition of the Bank's Supervisory Board, including the election of members of the Board for a new term of office, is analysing the possibility of taking into account the objectives of diversity in the aspect of gender.

As a result of the annual review of the Management Board's Suitability Policy, in December 2024, the Bank's Supervisory Board adopted amendments to the provisions of the diversity policy concerning: clarification of its provisions in the scope of the selection of members of the Management Board, i.e. the application of objective selection criteria and the need to ensure gender diversity in the composition of the body in order to emphasize their consistency with the general principles contained in Directive (EU) 2022/2381 of the European Parliament and of the Council of 23 December 2024 November 2022 on improving the gender balance among directors of listed companies and related measures to achieve gender diversity in the Bank's Management Board.

Similar changes in the diversity policy regarding the members of the Bank's Supervisory Board are planned for 2025.

Diversity by Gender, Age and Experience - Statistics as of December 31, 2024

Objectives regarding diversification of the composition of the Management Board and the Supervisory Board

• The application of the principle of diversity is intended to ensure the appropriate selection of members of the Management Board and the Supervisory Board of the Bank in a way that allows for access to a wide range of competences, knowledge and skills adequate to the position and guarantees that the members of the Management Board and the Supervisory Board (individually and as a body) issue the highest quality independent opinions and decisions in the entire scope of the Bank's operations.
• The General Meeting and the Supervisory Board of the Bank, taking into account the result of the suitability assessment, when selecting members of the bodies, strive to achieve a balance in terms of gender representation in the composition of the Supervisory Board and the Management Board of the Bank, respectively, and at least to achieve a minimum share of minorities due to gender at the level of 30%.
• The target achievement of at least a minimum level of gender diversity in the composition of each Management Board of the Bank and the Supervisory Board of the Bank should take place (at the latest) starting from the appointment of the Management Board of the Bank for a new joint term of office after 31 December 2025.
• The objectives concerning the diversification of the composition of the Supervisory Board and the Management Board of the Bank in terms of gender and age are taken into account in the selection of members of the bodies, only to the extent that it will not adversely affect the functioning and suitability of these bodies.

• The organization shapes and promotes corporate culture in a systemic way, integrating values into daily activities, HR and management processes. The Bank's Group does not have a policy regulating corporate culture issues at the group level, as they are regulated at the level of individual entities. Both the Bank and its subsidiaries have codes of ethics implemented by way of a resolution of the Management Board, which are a set of the most important values, principles, norms of conduct and ethical attitudes. The Bank's Code of Ethics applies to the Bank's employees and all persons performing business activities for or on behalf of it. The Code reflects the values adopted by the Bank and considered key to the effective implementation of the mission and strategy, i.e. partnership, development and impact. Within the framework of the Code of Ethics in relations with the environment, the Bank supports initiatives conducive to local communities, takes care of relations with social partners, opposes all corrupt practices, and takes care of the natural environment within the scope of its capabilities. In relations with customers, it cares about the highest quality of the products and services offered, strives to secure the client's interest, and adheres to the highest standards of service. As part of its business activities, it promotes a reliable selection of suppliers and contractors and the conduct of an objective information policy.

  By ensuring ethical actions in relations with clients, in business activities and in relations with the environment, the Code addresses the influence from the category of "Corporate Culture" in many aspects [IRO: I175, I178, I179, I180, I170, O80].

  The Bank's Code of Ethics also regulates the manner in which the Management Board is involved in issues related to corporate culture. The Management Board periodically reviews and evaluates the principles of ethics, which is a mitigating mechanism for the risk identified in the double materiality study [IRO: R110]

  The Bank supports subsidiaries in disseminating common values, principles and standards of conduct. Codes of ethics which are an implementation of the "Code of Ethics of PKO Bank Polski S.A." are in force, among m.in, in PKO Towarzystwo Ubezpieczeń S.A., PKO BP Finat sp. z o.o., PKO BP Bankowy PTE S.A., PKO Bank Hipoteczny S.A., PKO Towarzystwo Funduszy Inwestycyjnych S.A., PKO Agencji Ubezpieczeniowej Sp. z o.o., Prima Car Management S.A., PKO Faktoring S.A., PKO Leasing S.A., PKO Leasing Finanse sp. z o.o. and KREDOBANK S.A. The Codes do not apply exclusions. As a complement to the support in the field of dissemination of common values, the Bank provides the Group companies with good practices that help standardize HR projects within the Group.

  In addition to the implementation of internal regulations, numerous activities are also taken to build and develop corporate culture.

  The process of building an organizational culture began with the diagnosis of the current and the development of the assumptions of the target cultural profile. It not only determined the direction of changes in organizational culture, but also set indicators for monitoring.

  In addition, key values have been implemented in HR processes such as recruitment, onboarding, annual work summaries and employee opinion surveys. Representatives from different areas of the organization were involved in the design of the activities, which ensured consistency and a holistic approach to culture change.

  The main tool for promoting culture, used both in the Bank and in the Group's key companies, is the eNPS survey, which allows to monitor employee engagement and compliance with values. In 2024, 4 editions of the survey were held.

  Organizational culture is also present in internal and external communication, including projects such as #naWARTOŚCIowane Fridays or the New Voice of Leadership. The #naWARTOŚCIowani live events organized in 2024 as part of the project, such as the #naWARTOŚCIowane Fridays series, attracted more than 5000 participants cumulatively, according to attendance lists. As part of the #NoweBrzmieniePrzywództwa program, a leadership model based on key organizational values was promoted.

  Regular meetings with experts, business psychologists and trainers as part of promotional activities inspired employees and leaders to act in accordance with the organizational culture. In addition, as part of creating a friendly and modern workplace, employees were waiting for many activities that allowed them to improve their culture and develop their competences.

  Identifying and assessing material impacts, risks and opportunities associated with corporate culture

  In the Bank and the Group, corporate culture plays a key role in building resilience to crises, enabling the organization to effectively adapt to the changing environment. This area, due to the required flexibility of activities, is not regulated by internal regulations, but the organization undertakes a number of initiatives to ensure resilience.

  A values-based corporate culture supports not only leaders, but also all employees, strengthening their commitment and sense of security in difficult situations. As part of the support for leaders, the #NoweBrzmieniePrzywództwa program was implemented, which promoted a development model based on strengthening trust, cooperation and commitment, which is the foundation of stability in difficult times. Thanks to the workshops and training materials, the participants developed the skills of modeling leadership maturity or building an inclusive culture, which has a positive impact on the organization's ability to cope with crises.

  In terms of employee support, the organization is guided by common values, which are key to the effective implementation of the Bank's Group's mission and strategy. These values, set out in codes of ethics, are aimed at fostering a good atmosphere at work, treating oneself with respect and dignity, and opening up to diversity. The adopted values are a mechanism for preventing behaviour that bears the hallmarks of mobbing, harassment or discrimination. Depending on the solutions adopted, the Bank's Group companies are also developing a corporate culture that increases resilience to crises. As part of development projects, trainings supporting mental resilience are carried out, such as building an attitude that facilitates adaptation to inevitable changes [IRO: I175].

  The Bank's Group also implements elements of sustainable development into the corporate culture through educational activities aimed at raising the level of knowledge about the impact of environmental and social factors, m.in, on business decisions. As part of the development of sustainability competencies, live events are organized for all employees that address ESG topics. In particular, they are devoted to: the Bank's role in ESG transformation, business ethics, diversity and energy transition. In addition, specialist training is offered in the field of carbon calculation, decarbonization paths, greenwashing, climate change and carbon footprint, and climate competitiveness of enterprises. There is also a website on ESG issues and mandatory e-learing training. Although the Bank's Group identifies an opportunity related to the growing importance of sustainable development in corporate culture, it does not address it in its internal regulations. The dynamics and variability of the area of sustainable development require high flexibility, which is why the Group decided to take into account the opportunity in its day-to-day operations without formalizing an internal regulation [IRO: O80].

  Key organizational values are not only a tool for building resilience, but also a determinant of ethical attitudes in terms of relations with customers and the environment. The Bank's Group conducts a number of activities for the benefit of society.

  Charity activities are carried out through the PKO Bank Polski Foundation, which is involved in activities in the field of social assistance, life and health protection, and ecology. In order to ensure the transparency of the Foundation's activities, the method of allocating funds is determined by the policy adopted by a resolution of the Management Board. The document defines the rules and method of applying for financing, as well as regulates the method of its settlement. The regulations do not apply exemptions and are a basic tool for managing the identified impact related to the Foundation's activities.

  The Bank also conducts sponsorship activities. It supports educational, civic, cultural and sports events and projects. Sponsorship activities are regulated under the "Rules for Conducting Marketing Activities and Public Relations and Social Communication by PKO Bank Polish S.A." adopted by a resolution of the Management Board. The regulations are aimed at defining the areas of the Bank's sponsorship activity, optimizing the Bank's sponsorship activities in terms of using its business and image potential, and mitigating the risk associated with the potential loss of reputation by the Bank. Monitoring of sponsorship activities is carried out on the basis of and in accordance with internal regulations.

  The rules also regulate the area of marketing activities in the field of product and image advertising. They define, m.in, the areas of marketing activity, competences in the field of decisions on spending funds on marketing activities and the methods of mitigating risks: operational, non-compliance or related to potential loss of reputation. Control mechanisms are built into the process of image and product communication, which are subject to independent monitoring of their compliance, in accordance with the responsibility, scope and frequency resulting from the control function matrix.

  "Principles of Marketing, Public Relations and Social Communication by PKO Bank Polish S.A." address the impact related to sponsorship agreements and expenditure on advertising campaigns identified as part of the DMA survey. The Group does not have regulation at the group level. The described rules apply only to PKO Bank Polski S.A. and do not apply exemptions in their scope [IRO: I178, I179].

  Due to the specificity of business activities, the Bank has the principles of reputation loss management. The Bank manages the risk of loss of reputation in the group, i.e. it identifies, assesses, controls, monitors and reports the risk of loss of reputation. In carrying out this process, the Bank monitors the media in terms of the occurrence of publications about it, analyses and records losses and image events. In justified cases, it requests the correction of false information about the Bank, issues explanatory or informational messages. In addition, the Bank has rules for the internal transmission of information about events that may have image effects. This information is analysed and, if it is deemed to have a significant impact on the reputation of the Bank or the Bank's Group, recorded in the Image Events Database. The Bank also takes appropriate protective measures to reduce the likelihood of image losses. The Bank also manages the risk of reputational loss, m.in, during cooperation with contractors, a party to an outsourcing agreement with the Bank and during the pre-implementation analysis of the product, in terms of the risks generated by it. The Bank's Group actively influences the protection of reputation in the banking sector.

  Internal policies in this area are also in force in the Bank's Group entities that meet certain criteria [IRO: I169].

• In the Bank and the Group, corporate culture plays a key role in building resilience to crises, enabling the organization to effectively adapt to the changing environment. This area, due to the required flexibility of activities, is not regulated by internal regulations, but the organization undertakes a number of initiatives to ensure resilience.

  A values-based corporate culture supports not only leaders, but also all employees, strengthening their commitment and sense of security in difficult situations. As part of the support for leaders, the #NoweBrzmieniePrzywództwa program was implemented, which promoted a development model based on strengthening trust, cooperation and commitment, which is the foundation of stability in difficult times. Thanks to the workshops and training materials, the participants developed the skills of modeling leadership maturity or building an inclusive culture, which has a positive impact on the organization's ability to cope with crises.

  In terms of employee support, the organization is guided by common values, which are key to the effective implementation of the Bank's Group's mission and strategy. These values, set out in codes of ethics, are aimed at fostering a good atmosphere at work, treating oneself with respect and dignity, and opening up to diversity. The adopted values are a mechanism for preventing behaviour that bears the hallmarks of mobbing, harassment or discrimination. Depending on the solutions adopted, the Bank's Group companies are also developing a corporate culture that increases resilience to crises. As part of development projects, trainings supporting mental resilience are carried out, such as building an attitude that facilitates adaptation to inevitable changes [IRO: I175].

  The Bank's Group also implements elements of sustainable development into the corporate culture through educational activities aimed at raising the level of knowledge about the impact of environmental and social factors, m.in, on business decisions. As part of the development of sustainability competencies, live events are organized for all employees that address ESG topics. In particular, they are devoted to: the Bank's role in ESG transformation, business ethics, diversity and energy transition. In addition, specialist training is offered in the field of carbon calculation, decarbonization paths, greenwashing, climate change and carbon footprint, and climate competitiveness of enterprises. There is also a website on ESG issues and mandatory e-learing training. Although the Bank's Group identifies an opportunity related to the growing importance of sustainable development in corporate culture, it does not address it in its internal regulations. The dynamics and variability of the area of sustainable development require high flexibility, which is why the Group decided to take into account the opportunity in its day-to-day operations without formalizing an internal regulation [IRO: O80].

  Key organizational values are not only a tool for building resilience, but also a determinant of ethical attitudes in terms of relations with customers and the environment. The Bank's Group conducts a number of activities for the benefit of society.

  Charity activities are carried out through the PKO Bank Polski Foundation, which is involved in activities in the field of social assistance, life and health protection, and ecology. In order to ensure the transparency of the Foundation's activities, the method of allocating funds is determined by the policy adopted by a resolution of the Management Board. The document defines the rules and method of applying for financing, as well as regulates the method of its settlement. The regulations do not apply exemptions and are a basic tool for managing the identified impact related to the Foundation's activities.

  The Bank also conducts sponsorship activities. It supports educational, civic, cultural and sports events and projects. Sponsorship activities are regulated under the "Rules for Conducting Marketing Activities and Public Relations and Social Communication by PKO Bank Polish S.A." adopted by a resolution of the Management Board. The regulations are aimed at defining the areas of the Bank's sponsorship activity, optimizing the Bank's sponsorship activities in terms of using its business and image potential, and mitigating the risk associated with the potential loss of reputation by the Bank. Monitoring of sponsorship activities is carried out on the basis of and in accordance with internal regulations.

  The rules also regulate the area of marketing activities in the field of product and image advertising. They define, m.in, the areas of marketing activity, competences in the field of decisions on spending funds on marketing activities and the methods of mitigating risks: operational, non-compliance or related to potential loss of reputation. Control mechanisms are built into the process of image and product communication, which are subject to independent monitoring of their compliance, in accordance with the responsibility, scope and frequency resulting from the control function matrix.

  "Principles of Marketing, Public Relations and Social Communication by PKO Bank Polish S.A." address the impact related to sponsorship agreements and expenditure on advertising campaigns identified as part of the DMA survey. The Group does not have regulation at the group level. The described rules apply only to PKO Bank Polski S.A. and do not apply exemptions in their scope [IRO: I178, I179].

  Due to the specificity of business activities, the Bank has the principles of reputation loss management. The Bank manages the risk of loss of reputation in the group, i.e. it identifies, assesses, controls, monitors and reports the risk of loss of reputation. In carrying out this process, the Bank monitors the media in terms of the occurrence of publications about it, analyses and records losses and image events. In justified cases, it requests the correction of false information about the Bank, issues explanatory or informational messages. In addition, the Bank has rules for the internal transmission of information about events that may have image effects. This information is analysed and, if it is deemed to have a significant impact on the reputation of the Bank or the Bank's Group, recorded in the Image Events Database. The Bank also takes appropriate protective measures to reduce the likelihood of image losses. The Bank also manages the risk of reputational loss, m.in, during cooperation with contractors, a party to an outsourcing agreement with the Bank and during the pre-implementation analysis of the product, in terms of the risks generated by it. The Bank's Group actively influences the protection of reputation in the banking sector.

  Internal policies in this area are also in force in the Bank's Group entities that meet certain criteria [IRO: I169].

• The Bank's Group does not have a whistleblower protection policy implemented at the group level, as they are regulated at the level of individual entities.

  The Bank is subject to the provisions of the EU Directive 2019/1937 and the provisions of the Whistleblower Protection Act of 14 June 2024. Therefore, it has an internal regulation (adopted by the Decision of the Director of the responsible entity) on the protection of whistleblowers, which defines the rules for reporting violations of the law, as well as the conditions and measures for the protection of employees and other whistleblowers. The regulations also regulate monitoring activities in the implementation of the obligation to report cases of non-compliance and the implementation of corrective actions. The document does not apply exemptions and addresses all revenues and opportunities assigned to the category "Whistleblower protection" [IRO: I187, I188, I184]. Convergent solutions have been implemented in all subsidiaries obliged to implement whistleblower protection regulations, i.e. PKO Towarzystwo Ubezpieczeń S.A., PKO Życie Towarzystwo Ubezpieczeń S.A., PKO BP Finat sp. z o.o., PKO Towarzystwo Funduszy Inwestycyjnych S.A., PKO Leasing S.A., Prime Car Management S.A., PKO Bank Hipoteczny S.A., PKO Faktoring S.A., PKO BP Bankowy PTE S.A.

  From September 2024, information on the whistleblower protection procedure and available channels for reporting irregularities is also available on the Bank's website. Thanks to this, it is also possible to report a violation by job candidates, contractors and entities cooperating with the Bank. Thus, the Bank's Group actively manages significant revenues, i.e. increasing employee trust through effective whistleblower protection [IRO: I187], discouraging parties from filing complaints due to the lack of whistleblower protection [IRO: I184], increasing the number of reported irregularities, which improves transparency [IRO: I188] and opportunities related to the increased importance of whistleblower protection in corporate policies [IRO: O84].

  Anonymous reports

  The Bank has internal regulations establishing a system of anonymous reporting of breaches (the whistleblower institution refers to all unethical, illegal or internal activities of the Bank and to violations of the recommendations of supervisory and control authorities). The Bank has expanded the statutory catalogue to include the possibility of reporting violations of ethics and internal standards. Anonymous reports can be submitted electronically, by phone, by letter or during a personal meeting with an employee of the Compliance Department, as well as through the dedicated to reports, independent and encrypted communication channel Sygnanet.

  Persons who make anonymous reports are guaranteed full confidentiality of their data and the information provided. If the identity of the reporter can be established from the content of the report, this information is deleted by the recipient of the report before any further action is taken. Reporting workers, even if the allegations made by them are not confirmed, are protected in particular from repressive actions, discrimination or other types of unfair treatment. In the event of experiencing any repression, it is possible to obtain assistance from the President of the Bank's Management Board.

  The Bank also has detailed procedures in place in the field of verification and corrective activities as a result of the reports made. In order to protect the identity of the whistleblower, only a limited number of persons designated by the President of the Management Board to consider the report have access to reports. Designated employees have a written authorization from the President of the Management Board to receive and consider applications.

  After the end of the procedure, the applicant is provided with feedback on the results of the procedure. In most cases, the identity of the reporter is unknown, so it is not always possible to pass it on.

  Open submissions

  The Bank's employees also have the opportunity to openly report irregularities. A public notification should be addressed to the Compliance Department or to another unit of the Bank using the following communication channels: electronic, letter, telephone and personal (at any chosen place, also outside the Bank). The whistleblower is subject to full protection, with the exception of cases subject to disclosure to courts and law enforcement authorities in connection with criminal proceedings. In the event of experiencing any repression, it is possible to obtain assistance from the President of the Management Board. Feedback is provided to the applicant if it does not cause damage to the interest of the Bank or third parties.

  Within the framework of the Bank's regulations on reporting violations, employees may submit reports:

  • orally: by phone to: (22) 580 25 50 or using other voice communication systems used by the Bank, during a face-to-face meeting, or in writing (in paper or electronic form) to the following address: PKO Bank Polish, Compliance Department, Puławska 15, 02-515 Warsaw, with the note: "WG", President of the Management Board of PKO Bank Polski, Puławska 15, 02-515 Warsaw, with the note "WG", Supervisory Board of PKO Bank Polski, Puławska 15, 02-515 Warsaw, with the note "WG" – when the application concerns a member of the Management Board;
  • via the Sygnanet application, which ensures the anonymity of the whistleblower, and to the e-mail box: sygnalisci@pkobp.pl;
  • to the personal e-mail box of: the Chairwoman of the Supervisory Board – if the application concerns a member of the Management Board, the President of the Management Board.

  The reporting person is guaranteed protection against repressive action, discrimination or other types of unfair treatment. Full confidentiality of their data and the information provided is guaranteed. If the identity of the reporter can be established from the content of the report, this information is deleted by the recipient of the report before any further action is taken. If a whistleblower experiences retaliation, he or she may seek help from the President of the Bank's Management Board.

  Employees appointed to receive anonymous reports have a written authorization from the President of the Management Board. Persons appointed to receive anonymous reports take advantage of the opportunity to receive training in the applicable regulations.

  Employees are provided with mandatory initial and recurrent training on anonymous reports. The Bank provides employees with access to the necessary information and internal regulations in this regard, also in electronic form on the intranet.

  Information on irregularity reports and the results of their verification are periodically reported to the Management Board and the Supervisory Board of the Bank.

• The Bank's Group does not have a policy regulating issues related to political influence and lobbying activities implemented at the group level.

  Due to the specificity of the Bank's activities at the level of the parent company, internal regulations have been implemented that regulate the issues of cooperation with political parties. The document, adopted by way of a resolution, defines the rules for opening and maintaining bank accounts and forms of lending. The rules for cooperation with political parties are laid down in the legislation. No additional exclusions are applied. Activities aimed at periodic monitoring of concluded transactions are also described. The internal regulations are not publicly available. Within its scope, the regulation addresses the risk of involvement in controversial policy initiatives identified as part of the DMA study [IRO: R126].

  Due to the significant position of the Bank's Group, both the Bank and its subsidiaries actively participate in public consultations organised by public administration, regulatory and supervisory authorities and industry organisations, as well as conduct transparent, open and systematic activities in the public sphere related to a number of issues affecting the shaping of the framework for the functioning of the financial sector.

  The bank is registered in the Transparency Register under number 129427193168-74. The European Commission's Transparency Register is a database containing information on those who try to influence the implementation and policy-making process of the EU institutions. The register shows who represents what interests and what budget they have, thus enabling the general public and other interest groups to control lobbying activities. The Bank is interested in particular:

  • Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment;
  • Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC and 2004/72/EC;
  • Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012.

  In 2024, the Transparency Register did not record the active participation of the Bank's representatives in meetings with the European Commission or the European Parliament. Contributions to public consultations and activities in expert groups were also not recorded.

• The Bank's Group counteracts money laundering and terrorist financing by conducting operations in accordance with the "Group Policy for Counteracting Money Laundering and Terrorist Financing in the PKO Bank Polski S.A. Group", "Principles for Counteracting Money Laundering and Terrorist Financing in PKO Bank Polski S.A.", "Procedure for Counteracting Money Laundering and Terrorist Financing" and "Strategy for Counteracting Money Laundering and Terrorist Financing" and "Strategy for Counteracting Money Laundering and Terrorist Financing". financing of terrorism in PKO Bank Polski S.A.". The Group Policy defines, m.in, the manner of exchanging and protecting information provided for the purposes of performing AML/CFT obligations between individual entities that are part of the Bank's Group. The Rules regulate the manner of proceeding and the division of tasks in the field of AML/CFT, while the Procedure details the conduct of the Bank's units, agents and intermediaries in this regard. The provisions of the Group Policy apply to entities from the Group, which are obliged institutions within the meaning of the provisions of the Act of 1 March 2018 on counteracting money laundering and terrorist financing. The Bank, together with obliged entities, must develop their own AML/CFT strategies and internal regulations. The obliged institutions within the Bank's Group include: subsidiaries (i.e. PKO Bank Hipoteczny S.A., PKO Towarzystwo Funduszy Inwestycyjnych S.A., PKO Leasing S.A., PKO BP Finat Sp. z o.o., PKO Życie Towarzystwo Ubezpieczeń S.A., PKO Finance AB, KREDOBANK S.A., Neptun – FIZAN, PKO VC – FIZAN) and indirect subsidiaries (i.e. KREDOLEASING Sp. z o.o., PKO Leasing Sverige AB, PKO Faktoring S.A., Prime Car Management S.A., Masterlease Sp. z o.o., Futura Leasing S.A., Bankowe Towarzystwo Kapitałowe S.A. and Kompania Finansowa Prywatne Inwestycje Sp. z o.o.). Companies have until April 18, 2025 to implement their own strategies.

  In particular, the Anti-Money Laundering and Countering the Financing of Terrorism Strategy sets out issues related to the adaptation to the requirements of generally applicable AML/CFT legislation, including in particular the package of regulations adopted by the European Union, the organisation and division of competences in managing the risk of money laundering and terrorist financing, and the planned activities to improve the AML/CFT process in the Bank.

  The Bank's Group's internal regulations on anti-money laundering and countering the financing of terrorism do not apply exemptions, but AML/CFT activities are carried out only by obliged institutions (meeting the statutory definition).

  In 2024, the Bank took measures to adapt to the guidelines of the European Banking Authority (EBA) and the position of the Polish Financial Supervision Authority (UKNF) on compliance management strategies and procedures and the role and responsibilities of the AML/CFT compliance officer. To this end, the "Strategy for Counteracting Money Laundering and Terrorist Financing in the PKO Bank Polski S.A. Group" and the "Strategy for Counteracting Money Laundering and Terrorist Financing in PKO Bank Polski S.A." were adopted. All obliged entities within the Bank's Group are obliged to implement the Group's AML/CFT Strategy and develop an internal strategy for counteracting money laundering and terrorist financing, taking into account the provisions of the Group's strategy.

  The issues of implementing AML/CFT policies and ensuring compliance of the Bank's Group's operations with the provisions of the AML Act are undertaken by AMLCO, while the identification of risks related to money laundering and terrorist financing in the Bank's operations and taking actions to mitigate them are within the competence of AMLRO. All the activities described in the chapter ensure the implementation of anti-money laundering and countering the financing of terrorism mechanisms in the Group, mitigating the risk identified as part of the double materiality study [IRO: R123].