Good morning, ladies and gentlemen. My name is Piotr Żabski. I am the CEO of Alior Bank SA. I would like to welcome you at this general meeting of shareholders of Alior Bank. We are open today's meeting. I would like to inform you that this meeting is recorded by the appropriate devices and also it is transmitted online in internet. The vote will be conducted with the means of the specialized equipment. Now I would like to ask a representative of Unicomp- WZA company to explain how you can exercise your voting rights.
Good morning. Each of you are received a tablet, in the tablet, your data, you can know who you represent and how many votes. The voting is simple.
When the vote is ordered, you will see the title on the tablet and three decision keys. You will be transferred to the next screen, you will see the decision that you have taken in the first step. On the second screen, you confirm it. If it happens that you've chosen the wrong decision in the first step, you have to use the tab Return, you are transferred back to the first screen. You choose the right decision, you are transferred to the next screen, and you confirm. Of course, we are at your service if there are any questions, please ask them.
I can't see any questions. Thank you very much. We move to point number two, election of the Chairperson of the Annual General Meeting. Please put forward your candidates on the Chairperson of this Annual General Meeting.
Monika Patyra, the Representative of PZU. I would like to propose Mr. Sebastian Rudnicki to be the Chairperson for the meeting. Are there any other candidates? Mr. Counsel, I am addressing you. Do you agree to chair today's meeting?
Yes, I do. I do agree. Ladies and gentlemen, I order the vote, the secret vote, on the resolution regarding the appointment of Mr. Sebastian Rudnicki to be the Chairperson of this Annual General Meeting.
This is resolution number 2/2020 of the Annual General Meeting of Alior Bank Spółka Akcyjna, dated the 29 February, 2026, on the appointment of the Chairperson of the Annual General Meeting of the bank pursuant to Article 109, paragraph one of the Code of Commercial Companies and paragraph 16, one of the Articles of Association of Alior Bank SA. The Annual General Meeting of the bank elects Sebastian Rudnicki to act as the Chairperson of the Annual General Meeting. The resolution shall enter into effect upon its adoption. I open the secret vote on this resolution.
I can see the result, but I would like to ask you whether everyone voted. I can see that everyone voted. Under the secret vote, there were the following votes cast.
The total number of valid votes, 96,530,336 from 96,530,336 shares, representing 73.93% of the share capital. For yes. The number of votes is 96,530,336. There were no votes against, there were no abstentions. Ladies and gentlemen, I would like to confirm that this resolution has been adopted under the secret vote. Mr. Counsel, do you accept the nomination?
Thank you very much for giving me the floor. Now I will give the floor to Mr. Chairman to continue the conduct of today's meeting.
Ladies and gentlemen, I would like to welcome you cordially at this Annual General Meeting.
I would like to welcome the shareholders and their proxies, also the members of the Supervisory Board and the Management Board. I welcome the technical crew and also Madame Notary, who is with us and is taking the minutes of the meeting. I would like to welcome also the representatives of the media. Thank you very much for my nomination, it is an honor for me to chair today's meeting. First of all, I order the drafting of the attendance list, which has already been drafted, for me it's just to sign it. This attendance list is on my desk for you to check it or to see it.
I would like to confirm that at today's general meeting of shareholders, there are 96,533,336 votes from the same number of shares, which represents 73.94% of the share capital of the company. On the 24th of March, 2026, the announcement was placed on the company's website and also in the form of the current report 6/2026. This announcement regarding the calling of the meeting with the following agenda. Point number one, opening of the Annual General Meeting. Point two, election of the Chairperson of the Annual General Meeting. Three, verification whether the Annual General Meeting has been convened correctly and is capable of adopting binding resolutions. Four, adoption of the agenda of the Annual General Meeting.
Five, presentation and review of the following: the separate financial statements of Alior Bank Spółka Akcyjna for the year ended 31st of December, 2025. The consolidated financial statements of the Alior Bank Spółka Akcyjna Group for the year ended 31st of December, 2025. The report of the management on the activities of the Capital Group of Alior Bank SA in 2025, including the report of the Management Board on the activities of Alior Bank SA, as well as the sustainability statement. Six, presentation and review of the report on the activities of Supervisory Board of Alior Bank SA in 2025.
Seven, presentation to the Annual General Meeting of the report on the assessment of the application by Alior Bank Spółka Akcyjna of the corporate governance principles for supervised institutions in the year 2025. Eight, adoption of resolutions on review and approval of the report on the activities of the Supervisory Board of Alior Bank SA in 2025. Review and approval of the separate financial statements of Alior Bank Spółka Akcyjna for the year ended 31st of December, 2025. Review and approval of the consolidated financial statements of the Alior Bank Spółka Akcyjna Group for the year ended 31st of December, 2025. Review and approval of the report of the Management Board on the activities of the Capital Group of Alior Bank SA i n 2025, including the report of the Management Board on the activities of Alior Bank SA, as well as the sustainability statement.
Point number nine, adoption of a resolution is distribution of the profits of the bank for the financial year 2025. Point number 10, adoption of resolutions on granting discharge to members of the Management Board of the bank for the performance of their duties in the financial year 2025. Point 11, adoption of resolutions on granting discharge to members of the Supervisory Board of the bank for the performance of their duties in the financial year 2025. Point number 12, adoption of a resolution on the assessment of the remuneration policy applicable at the bank.
Point number 13, adoption of a resolution on the assessment of the collective suitability of the Supervisory Board of Alior Bank SA. Point number 14, adoption of a resolution on expressing an opinion on the report on the remuneration of members of the Management Board and the Supervisory Board of Alior Bank SA for the year 2025 submitted by Supervisory Board of the bank a doption. Point number 15, adoption of a resolution on the adoption of the updated remuneration policy of members of the Management Board and Supervisory Board of Alior Bank SA. Point number 16, adoption of a resolution on the assessment of adequacy of internal regulations concerning the functioning of Supervisory Board of Alior Bank SA and its effectiveness. 17, adoption of a resolution amending the Articles of Association of Alior Bank SA. Point 18, adoption of resolutions on changes in...
Point number 18, closure of the Annual General Meeting. On the 1st of April, 2026, the Management Board of Alior Bank, in connection with receiving the motion from the Shareholder of Alior Bank, it means from PZU, dated the 1st of April, 2026, on the basis of Article 401, paragraph 1 of the Commercial Companies Code, extended the agenda for the general meeting of shareholders convened for the 29th of April, 2026, by adding point 18, adoption of resolutions on changes in the composition of Supervisory Board of Alior Bank Spółka Akcyjna. The numbering has changed. The closure of the Annual General Meeting is now point number 19.
The amended agenda was also published on the company's website and also as an attachment to the current report number 9/2026, submitted for public opinion. In line with Article 1 and 8 of the Commercial Companies Code, this general meeting of shareholders is valid no matter how many votes are represented, and the statute of the bank does not stipulate any other regulations. Therefore, today's general meeting of shareholders convened properly and formally in line of Article 403, paragraph 1 and 496 of paragraph 1 and paragraph 4 and paragraph 2, one of the Commercial Companies Code. This meeting is properly convened and capable of adopting binding resolutions.
I would like to inform you that the draft resolutions that are on the agenda were published on the company's website, at the address www.aliorbank.pl, as an attachment to the current report number 6/2026, as submitted for the public opinion on 24th of March 2026. The draft resolutions which will be voted on, including also the draft resolutions resulting from the e-extension of the agenda by the Management Board of the Alior Bank, are also available on the tablets which are used for exercising the votes. These tablets were given to the shareholders and their proxies at the moment of registering for the meeting.
Since all the draft resolutions were made available to the shareholders, I would propose not to read the resolutions, the content of the resolutions, only to refer to the number and also the title of the resolution. If there are any objections, of course, I would change this, but I can't see any objections, I will not read the content of the resolution. I will refer to the number and also to the title of this resolution. I would like to inform you that in line with Article 411, three of the Commercial Companies Code, the shareholder may vote differently from each share held, it is possible to do the split voting, for example, with part of the votes for yes and with the other part of the votes against.
Now, we move to point number four on the agenda, namely the adoption of the agenda of the Annual General Meeting. This agenda was published and is available on tablets, and also includes the extension proposed by PZU, the company. Are there any motions regarding this point? If not, I would like to order the vote. All the resolution regarding the adoption of the agenda of the Annual General Meeting of the bank. I open the vote. Has everyone voted? I can see that yes, and I close the vote, and I read the results. There were 96,530,336 valid votes from the same number of shares. For yes, 96,530,336 votes. Against, 0. Abstentions, 0.
Therefore, I would like to confirm that this resolution has been adopted unanimously under open vote. We move to point number five on the agenda. Point number five, this is a presentation review of the following: the separate financial statements of Alior Bank Spółka Akcyjna for the year ended 31st of December 2025. The consolidated financial statements of Alior Bank Spółka Akcyjna Group for the year ended 31st of December 2025. The report of the Management Board on the activities of the Capital Group of Alior Bank SA in 2025, including the report of the Management Board on the activities of Alior Bank SA, as well as the sustainability statement. Are there any comments regarding this point? If not, I close the discussion on this point. Point number six, presentation.
Review the report on the activities Supervisory Board of Alior Bank SA in 2025. Are there any other comments? I close the discussion on point number six. Point number seven, presentation of the Annual General Meeting of the report on the assessment of the application by Alior Bank Spółka Akcyjna of the corporate governance principles for supervising institutions in the year 2025. Are there any comments? If not, I close the discussion on this point number seven, and we move to point number eight.
This is adoption on resolutions on review and approval of the report on the activities of the Supervisory Board of Alior Bank SA in 2025, also of the separate financial statements and consolidated financial statements, as well as the report of the Management Board. We have point 8 A. We move to the adoption of the resolution on review and approval of the report on the activities of Supervisory Board of Alior Bank SA in 2025. Are there any motions as to this point? I order the vote on resolution number three regarding the review and approval of the report on the activities of the Supervisory Board of Alior Bank SA in 2025. I can see that everyone has voted, I will read the result of the vote.
The total number of votes cast, 96,530,336 valid votes from the same number of shares. For yes, 96,251,243. Objections against zero. Abstentions, 279,093 votes. Therefore, I would like to confirm that the resolution under the open vote has been adopted. We move to point, review and approval of the separate financial statements of Alior Bank Spółka Akcyjna for the year ended 31st December 2025. Are there any motions regarding this point? If not, now I order the vote on this point, resolution number four regarding the review and approval of the separate financial statements of Alior Bank Spółka Akcyjna for the year ended 31st of December 2025.
Is there anyone who still is voting? I can't see. I close the vote and the total number of votes cost PLN 96,530,336 from the same number of shares. For yes, PLN 95,538,962. Against, PLN 712,281. Abstentions, PLN 279,093. I would like to confirm that this resolution has been adopted under the open vote. We have point 8 C, review and approval of the consolidated financial statements of the Alior Bank Spółka Akcyjna Group for the year ended 31st of December 2025. Are there any motions regarding this point?
If not, I order the vote on the resolution number five regarding the review and approval of the consolidated financial statements of the Alior Bank Spółka Akcyjna Group for the year ended 31st of December 2025. Has everyone voted? I close the vote, and please, I will read now the results. The total number of votes counts 96,530,336 from the same number of shares. For yes, 95,538,962. Against, 712,281. Abstentions, 279,093. I would like to confirm that this resolution has been adopted under the open vote.
Now we have point 8D, adoption of resolution regarding the review and approval of the report of the Management Board on the activities of Capital Group of Alior Bank SA in 2025, including the report of the Management Board on the activities of Alior Bank SA, as well as the sustainability statement. Are there any motions under this point? If not, I order the vote on this resolution number six regarding this review and approval of the report of the Management Board on the activities of the Capital Group of Alior Bank SA. Has everyone voted? I can't see any person still voting. The voting is in progress, the total number of votes cast, 96,530,036 valid votes from the same number of shares.
For yes, 96,251,243. Zero against and abstentions 179,093. I would like to confirm that this resolution has been adopted under the open vote.
Well, we move to item nine of the agenda. That is to adopt a resolution on the allocation of profit of the financial year 2025. The content of the resolution was published by the Management Board. It is also on your tablets. Are there any motions concerning this point? If not, I order a vote on resolution number seven on the allocation of the profit for the financial year 2026. It's an open ballot. Is there anyone that would like to vote? No? I close the vote. At 96,530,366 valid votes were cast, representing the same number of shares. 96,530,336 for. None against and no abstentions.
In light of this, the resolution has been adopted unanimously in an open vote. We move to item 10, to adopt resolution on granting discharge to the members of the Management Board Alior Bank SA for the performance of their duties in the financial year 2025. At this point, this will be a secret ballot. Any motions concerning this item? If not, I order a vote on resolution number eight on granting discharge to a member of the Management Board Alior Bank SA for the performance of duties in the financial year 2025 to Mr. Piotr Krzysztof Żabski. Everyone voted? Yes. I close the vote. Please give me the results.
96,530,336 valid votes were cast, representing the same number of shares. For 96,189,561, against 15,721 votes, and abstentions 325,054 abstentions. In light of this, I declare that the resolution has been adopted. I order a vote on resolution number nine, to grant discharge for the performance of duties in the financial year 2025 to Mr. Marcin Mieczysław Czyczerski. I order a vote, a secret ballot. Has everyone voted? Yes. I close the vote. Please give me the results. 96,530,336 valid votes were cast, representing the same number of shares.
For 96,189,561, against 15,721 votes, and abstentions 325,054 votes. In light of this, the resolution has been adopted. I order a vote on resolution number 10 to discharge for the performance of duties in the financial year 2025 to Mr. Jacek Michał Iljin. Has everyone voted? Yes. I close the vote. 96,530,336 valid votes were cast, representing the same number of shares. For 96,189,561 votes, against 15,721 votes, and there were 325,054 abstentions. In light of this, the resolution has been adopted.
I order a vote on resolution number 11, to grant discharge for the performance of duties in the financial year 2025 to Mr. Wojciech Przybył. Is everyone voted? Yes, I close the vote. 96, 530, 336 valid votes were cast, representing the same number of shares. Out of this, 96, 189, 561 for, against 15, 721, and abstentions 325,0 54. In light of this, the resolution has been adopted. Now I order a vote on resolution number 12, to grant discharge for the performance of duties in the financial year 2025 to Ms. Beata Agnieszka Stawiarska.
Has everyone voted? Yes, I close the vote. 96,530,336 valid votes were cast, representing the same number of shares. For 96,189,561, against 15,721, and abstentions 325,054. In light of this, I state that the resolution has been adopted. Now I order a vote on resolution number 14, to grant discharge to performance of duties in the financial year 2020 and 2025 to Mr. Zdzisław Adam Wojtera. Has everyone voted? Yes, I close the vote.
96,530,336 valid votes were cast, representing the same number of shares. For 96,189,561 votes, against 15,321 votes, there were 325,054 abstentions. In light of this, I say that the resolution been adopted. Now I order a vote on resolution number 14, to grant discharge to a member of Supervisory Board delegated to temporarily perform the duties of Vice President of Bank Management Board for the performance of duties in the financial year 2026, it concerns Mr. Artur Chołody. I order a vote. Has everyone voted? Yes. Please give me the results.
96,530,336 valid votes were cast, representing the same number of shares. For 96,514,020 votes, against none, abstentions 16,316. In light of this, I state that the resolution has been adopted. Now we move to resolution number 11, to adopt resolution to grant discharge to members of the Supervisory Board for the financial year 2025. Here also we will have a secret ballot. Any motions or comments on this item? If not, I order a vote on resolution number 15 to grant discharge to the performance of duties in the financial year 2025 to Mr. Wojciech Julian Kostrzewa. Has everyone voted? Yes. I close the vote.
96 ,330,336 valid votes were cast, 95,632,125 for, against 523,157 votes, there were 325,054 abstentions. In light of this, I state that the resolution has been adopted. I order a vote on resolution number 16 to grant discharge for the performance of duties in the financial year 2025 to Mr. Jan Paweł Zimowicz. Has everyone voted? Yes. I close the vote. 96,330,336 valid votes were cast representing the same number of shares. For 92,113,303 votes, against 4,091,979 votes, there were 325,054 abstentions.
In light of this, I state that the resolution's been adopted. I order a vote on resolution number 17 to grant discharge for the performance of duties in the financial year 2025 to Mr. Artur Jarosław Kucharski. Has everyone voted? Yes. I close the vote. 96,530,366 valid votes were cast representing the same number of shares. For 92,531,167, against 3,674,115, and there were 325,054 abstentions. In light of this, I state that the resolution's been adopted. I order a vote to resolution number 18 to grant discharge for the performance of duties in the financial year 2025 to Mr. Maciej Gutowski. Has everyone voted? Yes.
I close the vote. 96,530,336 valid votes were cast representing the same number of shares. For 95,682,125 votes, against 523,157 votes, and there were 325,054 abstentions. In light of this, the resolution has been adopted. I order a vote on resolution number 19 to grant discharge for the performance of duties in the financial year 2025 to Mr. Radosław Grabowski. Has everyone voted? Yes. I close the vote.
92,620,039 against 3,584,533 votes and there were 325,054 abstentions. In light of this, I state that the resolution been adopted. I order a vote on resolution number 20 to grant discharge for the performance of duties in the financial year 2025 to Mr. Robert Pusz. Has everyone voted? Yes. I close the vote. 96,533,336 [Foreign language].
96,183,519 against 21,763 votes and there were 325,054 abstentions. The resolution been adopted.
Now I order the vote on resolution number 21 on granting discharge to Member of the Supervisory Board of the bank, Mr. Waldemar Maj.
Has everyone voted? I can see that yes. The total number of votes cast 96,530,036 valid votes from the same number of shares. For yes, 96,015,305. Ag ainst, 189,970. Abstentions, 325,054. I would like to confirm that this resolution has been adopted. I order the vote on resolution number 22 on granting discharge to a member of the Supervisory Board of the Bank for the performance of duties in the financial year 2025 to Madame Agata Paulina Mazurowska-Rozdejczer.
Has everyone voted? I close the vote. The total number of votes cast 96,530,336 valid votes from the same number of shares. For yes, 96,030,053. Ag ainst, 174,129. Abstentions, 325,054. I would like to confirm that this resolution has been adopted. Now I order the vote on resolution number 23 regarding the granting of this charge to a member of the Supervisory Board of the Bank for the performance of duties in the financial year 2025 to Mr. Paweł Augustyn Wajda.
Has everyone voted? I close the vote. So the total number of votes cast is 96,530,336 valid votes from the same number of shares. For yes, 95,105,663. Against, 1,099,619. Abstentions, 325,054. I would like to confirm that this resolution has been adopted. I order the vote on resolution number 24 on granting discharge to a member of the Supervisory Board of the Bank for the performance of duties in the financial year 2025 to Mr. Rafał Tadeusz Janczura. Has everyone voted? I can see that, yes. I close the vote. I will read the results.
The total number of votes, 96,530,336 from the same number of shares. For yes, 96,189,561. Against, 15,721. Abstentions, 325,054. I would like to confirm that this resolution has been adopted. I order the vote on resolution number 25 regarding the granting of discharge to a Member of the Supervisory Board of the Bank for the performance of duties in the financial year 2025 to Mr. Tomasz Paweł Kulik. Has everyone voted? I can't see that anyone is still in progress with his or her vote, so I close the vote.
I would like to say that the total number of votes cast is 96,530,336 valid votes from the same number of shares. For yes, 96,189,561. Against, 15,721. Abstentions, 325,054. I would like to confirm that this resolution has been adopted. Now we move to point number 12, adoption of a resolution on the assessment of the remuneration policy applicable at the bank. Are there any motions regarding this point? If not, I order the vote on resolution number 26 regarding the assessment of the remuneration policy applicable at the bank. The vote is in progress. Has everyone voted? I can see that, yes.
The total number of votes cast, 96,530,336 valid votes from the same number of shares. For yes, 96,251,243. Against, zero. Abstentions, 279,093. Therefore, I would like to confirm that this resolution has been adopted. Now we move to point number 13, adoption of a resolution on the assessment of the collective suitability of the Supervisory Board of Alior Bank SA. Are there any motions regarding this point? Now I order the vote on resolution number 27, on the assessment of the collective suitability of the Supervisory Board of Alior Bank SA. The vote is in progress. Has everyone voted? I can see that, yes. I close the vote.
The total number of votes cast, 96,530,336 valid votes from the same number of shares. For yes, 96,530,336 votes for yes. Against, zero. Abstentions, zero. I would like to confirm that this resolution has been adopted. We move to point 14, adoption of a resolution on expressing an opinion on the report of the remuneration of members of the Management Board and Supervisory Board of Alior Bank SA for the year 2025, as submitted by the Supervisory Board of the Bank. Are there any motions regarding this point? If not, I order the vote on resolution 28 on expressing the opinion on the report on the remuneration of members of the Management Board and the Supervisory Board of Alior Bank SA for the year 2025.
The vote is in progress. Has everyone voted? I can see that, yes. I close the vote. The total number of votes cast, 96,530,336 valid votes from the same number of shares. For yes, 81,092,253. Against, 15,538,083. There are zero abstentions. I would like to confirm that this resolution has been adopted. Now we move to point number 15 of the agenda, adoption of a resolution on the adoption of the updated remuneration policy for members of the Management Board and the Supervisory Board of Alior Bank SA. Are there any motions regarding this point?
I can't see any, I order the vote on resolution number 29 on adoption of the updated remuneration policy for members of the Management Board and the Supervisory Board of Alior Bank SA. The vote is in progress. Has everyone voted? I can see that yes. I close the vote. The total number of votes cast, 96,530,336 valid votes from the same number of shares. For yes, 81,963,598, against 14,566,738, and abstentions, zero. I would like to confirm that this resolution has been adopted.
We move to point number 16 on the agenda, adoption of a resolution on the assessment of the adequacy of internal regulations concerning the functioning of the Supervisory Board of Alior Bank SA and its effectiveness. Are there any motions to this point? I can't see any. I order the vote on resolution number 30 on the assessment of the adequacy and internal regulations concerning the functioning of the Supervisory Board of Alior Bank SA and its effectiveness. Has everyone voted? I can see that yes. Now I will read the results. The total number of votes cast, 96,530,336 valid votes. For yes, 96,530,336, against zero, abstentions zero. The resolution has been adopted.
Now we move to point number 17, adoption of a resolution amending the Articles of Association of Alior Bank SA. The changes were proposed by the Management Board and published, and also are available on your tablets. Are there any comments on this point number 17? If not, I order the open vote on resolution number 31 regarding the amendments to the Articles of Association of Alior Bank SA. Has everyone voted? I can see that yes. Now I will read the result of the vote. The total number of votes cast, 96,530,336 valid votes from the same number of shares. For yes, 82,099,812, against 14,030,524, zero abstentions.
I would like to confirm that this resolution has been adopted. Now we move to point number 18 on the agenda, adoption of resolutions on changing the composition of the Supervisory Board of Alior Bank. Are there any motions to this point? I can't see any. We move to point number 19, closure of the Annual General Meeting. Therefore, thank you very much for your participation, and I declare this meeting closed. Thank you.