Report No. 31/2024

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 28 June 2024 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 2023 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 2023;
6. consideration of the Directors’ Report of the PKO Bank Polski S.A. Group for 2023, prepared jointly with the Directors’ Report of PKO Bank Polski S.A., 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 2023, as well as the Consolidated Financial Statements of the PKO Bank Polski S.A. Group for the year ended 31 December 2023;
7. consideration of the Report of the Supervisory Board of PKO Bank Polski S.A. for 2023;
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: a) approving the Financial Statements of PKO Bank Polski S.A. for the year ended 31 December 2023; b) approving the Directors’ Report of the PKO Bank Polski S.A. Group for 2023, prepared jointly with the Directors’ Report of PKO Bank Polski S.A., 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 2023; c) approving the Consolidated Financial Statements of the PKO Bank Polski S.A. Group for the year ended 31 December 2023; d) approving the Report of the Supervisory Board of PKO Bank Polski S.A. for the year 2023; e) retaining the undistributed profit of PKO Bank Polski S.A. from previous years, as undistributed profit; f) distributing the profit earned by PKO Bank Polski S.A. in 2023, 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 2023";
11. adopting resolutions on acknowledgement of the fulfilment of duties by the members of the Management Board for 2023;
12. adopting resolutions on acknowledgement of the fulfilment of duties by the members of the Supervisory Board for 2023;
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 the amendments to the Articles of the Association of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna;
15. adopting the resolution on amending Resolution No. 50/2015 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 25 June 2015 on "Corporate governance principles for supervised institutions",
16. 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.;
17. adopting the resolution on approving the recommended minimum levels of competence and other requirements for assessing the suitability of candidates for members and members of the Bank’s Supervisory Board;
18. adopting the resolution on amending Resolution No. 35/2020 of the Annual General Meeting of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna of 26 August 2020 on the adoption of the Policy for remunerating members of the Supervisory Board and Management Board;
19. adopting resolutions on appointments to the Supervisory Board for a new term of office;
20. adopting the resolution on the assessment of the collective suitability of the Supervisory Board of PKO Bank Polski S.A.;
21. closing the meeting.

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.