Report No. 15/2025

Legal basis:

§ 19.1.1 and § 19.1.2 of the Ordinance of the Minister of Finance on 29 March 2018 on the current and periodic information published by issuers of securities and on the conditions for recognising such information as being equivalent to information required by the provisions of law of a non-member state

Content of the report:

Acting pursuant to Article 399 § 1 and Article 395 § 1 of the Commercial Companies Code, the Management Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna (“Bank”) convenes the Annual General Meeting of the Bank (“Annual General Meeting”) that will be held at St. Puławska 15 in Warsaw on 13 June 2025 at 10:00 am with the following agenda:

1. opening the Annual General Meeting,
2. electing the Chairman of the Annual General Meeting,
3. acknowledging that the Annual General Meeting has been correctly convened and has the authority to adopt binding resolutions,
4. adopting an agenda,
5. consideration of the Financial Statements of PKO Bank Polski S.A. for the year ended 31 December 2024 and the proposals of the Management Board to retain the undistributed profit of PKO Bank Polski S.A. from previous years as undistributed profit and to distribute the profit of PKO Bank Polski S.A. for 2024;
6. consideration of 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, as well as the Consolidated Financial Statements of the PKO Bank Polski S.A. Group for the year ended 31 December 2024;
7. consideration of the Report of the Supervisory Board of PKO Bank Polski S.A. for 2024;
8. the Supervisory Board’s presentation of: the assessment of the functioning of the remuneration policy in PKO Bank Polski S.A., opinion on PKO Bank Polski S.A.’s application of the “Corporate governance rules for supervised institutions”;
9. adopting resolutions on:
   1. approving the Financial Statements of PKO Bank Polski S.A. for the year ended 31 December 2024;
   2. 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;
   3. approving the Consolidated Financial Statements of the PKO Bank Polski S.A. Group for the year ended 31 December 2024;
   4. approving the Report of the Supervisory Board of PKO Bank Polski S.A. for the year 2024;
   5. retaining the undistributed profit of PKO Bank Polski S.A. from previous years, as undistributed profit;
   6. distributing the profit earned by PKO Bank Polski S.A. in 2024, defining the amount of dividend per each share, dividend day and the day of its payment;
10. adopting resolutions 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";
11. adopting resolutions on acknowledgement of the fulfilment of duties by the members of the Management Board for 2024;
12. adopting resolutions on acknowledgement of the fulfilment of duties by the members of the Supervisory Board for 2024;
13. adopting the resolution 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 operations;
14. adopting the resolution on approving the Policy concerning the assessment of the suitability of candidates for members and members of the Supervisory Board of Powszechna Kasa Oszczędności Bank Polski S.A.;
15. adopting the resolution on the assessment of the conduciveness of PKO Bank Polski S.A.’s remuneration policy to the Bank's development and operational security;
16. adopting resolutions on the periodic assessment of the individual suitability of the members of the Supervisory Board of PKO Bank Polski S.A.;
17. adopting the resolution on the assessment of the collective suitability of the Supervisory Board of PKO Bank Polski S.A.;
18. adopting the resolution 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;
19. adopting the resolution 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;
20. closing the meeting.

The agenda items indicated under Nos. 18) and 19) were included in the agenda in connection with a request for their inclusion in the agenda of the Bank's next General Meeting by a shareholder – the State Treasury. The shareholder indicated in the justification that “The request to place certain matters on the agenda of the next General Meeting is a statutory right of a shareholder representing at least one-twentieth of the share capital. The inclusion in the agenda of the Company's next General Meeting of items concerning the determination of the principles of shaping the remuneration of members of the Management Board and the determination of the principles of shaping and the amount of remuneration of members of the Supervisory Board derives from the powers of the General Meeting and serves to realize the rights of shareholders to shape the remuneration of bodies in the Company.”.

The content of the announcement for convening the Annual General Meeting and the content of the draft resolutions with their justifications and unpublished attachments to these projects are attached to this report. The shareholder did not submit draft resolutions for agenda items 18) and 19).