Alior Bank S.A. (WSE:ALR)
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127.40
+4.60 (3.75%)
May 6, 2026, 5:00 PM CET
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AGM 2025

Jul 7, 2025

Speaker 1

Morning, ladies and gentlemen. I think we may start today's meeting. Sebastian Rudnicki on the 16th of June was appointed the Chairperson for today's general meeting. The general meeting on the 16th of June ordered a break till the 7th of July till 10:00 A.M. Now we have this time, so I open the second part of the general meeting of shareholders of Alior Bank. First of all, I order the drafting of the attendance list, and I am signing this attendance list. The attendance list is signed and is here on my desk for anyone who wants to see it. I would like to confirm that at today's general meeting of shareholders, we have the representation of 92 million represented votes from 92,961,542 shares for the total number of 130 million shares.

The shares in the share capital represent 71.21% of the share capital in the total number of votes in the share capital of the company. The notice on calling this meeting was displayed on the company's website, www.alior.bank, on the 25th of June, and it was also in the current report. In line with Article 208 paragraph 1 of the Commercial Companies Code, this meeting is capable of adopting by the resolution despite the number of votes represented. Therefore, today's general meeting of shareholders was convened properly in line with Article 195 of the Commercial Companies Code. It's capable of adopting binding resolutions. I would also like to confirm that the draft resolutions, which are on the agenda, have been also published on the company's website under www.aliorbank.pl. I see an attachment to the current report 21/2025 passed for the public information on the 25th of May 2025.

On the 26th of May 2025, the Management Board of Alior Bank, in connection with receiving the application from the bank shareholder PZU dated the 26th of May 2025, passed the Article 401 paragraph 1 of the Commercial Companies Code. Expanded the agenda for the general meeting of shareholders convened on the 16th of June 2025 by introducing to the agenda the wording of point number 19, namely making the changes of the composition of the Supervisory Board. The numbering of point 19 was also changed, and now it is 20. The draft resolution was published on the company website and also as an attachment to the current report 22/2025 passed on the 26th of May 2025 for the public information.

I would like to confirm that the draft resolutions that are debated here, taking into account also the draft resolutions regarding the expansion of the agenda, are also available on the tablets on which the shareholders may exercise their voting rights, and they got them at the moment of registering their presence. I propose to vote on the resolutions without the necessity to read the wording of them. I would like to inform you that in line with Index 3 of the Commercial Companies Code, the shareholders may also vote differently from each share held, and it is possible to exercise the voting rights, for example, not in a uniform way. With the package of shares, the shareholder can vote for yes, and with the rest of the shares, can vote for no.

During this general meeting of shareholders held on the 16th of June, resolution number two adopted the amended agenda. On the 16th of June, we realized points of the agenda from 2 to 17. Now we will start from point number 18. I have a technical question whether you want the company who actually monitors the voting system to explain the rules for using the tablets. I can't see that this is necessary. Therefore, we move to point number 18 on the agenda, namely the changes in the Supervisory Board. I would like to inform that Mr. Tomasz Kulik resigned from the member of the Supervisory Board from 6th of July 2025, and the company informed about it in the current report number 30/2025 dated the 3rd of July 2025.

I would also like to inform you that in line with paragraph 18, section one of the statute, the Supervisory Board consists of five to eight members who are appointed by the General Meeting of Shareholders for the joint term of four years. In line with paragraph 18 of the company statute, the number of the members of the board is determined by the General Meeting. In line with the resolution, the General Meeting of Shareholders of the candidate the 29th of June 2018 adopted that the Supervisory Board of the bank consists of five to eight members, and this resolution is still valid.

In line with paragraph 32, section two of the regulation of the general meeting of shareholders, if on the agenda of the general meeting of shareholders it is stipulated that there are changes in the Supervisory Board, the general meeting of shareholders may determine the number of the members of the Supervisory Board within the specified limit. If not, this previous resolution is still binding. I would like to inform you that the shareholder of the company, PZU, also proposed the candidate for the member of the Supervisory Board, Agata Mazurowska-Rozdeiczer , and the company informed about it via the current report number 31/2025 dated July 3, 2025.

I would also like to inform you that Agata Mazurowska-Rozdeiczer agreed on this appointment, and the shareholder who proposed this candidate submitted to the company all the documents regarding the candidate and passed the information on the assessment of the suitability and also the fulfillment of the requirements resulting from the commonly binding law and the banking law, and the suitability criteria that are mentioned in the company's policy on the appointments to the Supervisory Board. At this point, I have a question whether there are other candidates. Any other motions under this point? If not, I propose the vote on resolution number 44/2025 of the general meeting of shareholders of Alior Bank S.A. dated July 7, 2025. I would like to ask for a 10-minute break in order to consult. Okay. Yes. 10-minute report.

Yes, I do. I will close the vote and I will read the result of the vote now. The results are 91,040,540 valid votes cast from the same number of shares, 91,040,540 representing 69.1% of the share capital. Oh, yes, 70,073,263 again 13,095,777, absentions 6,771,000 . I would like to confirm that this resolution has been adopted. Now we move to point number 19 of the agenda, adoption of the resolution regarding the updated policy for the social stability assessment of members of the Supervisory Board of Alior Bank S.A. In the draft attachment number one to the agenda, there was just wrong numbering, so two subsequent paragraphs were marked with number 17 and should be 17 and 18. On tablets, it is corrected. The numbering is corrected. Are there any motions under this point?

If not, I order the vote on resolution number 45/2025 of the annual general meeting of Alior Bank S.A. dated 16 June 2025 on adoption of the updated policy for the selection and suitability assessment of members of the Supervisory Board of Alior Bank S.A. Could you please proceed with your vote under open mode? Is still a nyone in the process of voting? No, I can't see. I close the vote and I will read the result of the vote now. There were 92,961,142 valid votes cast from 92,961,142 shares, representing 71.20% of the share capital. 92,961,140 , again 2, abstentions 0. I would like to confirm that this resolution has been adopted. At this point, we exhausted the agenda. Therefore, thank you very much for your participation, and I close the conduct of today's meeting.

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