Report No. 56/2024

Legal grounds:

Art. 70 (1) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies, dated 29 July 2005.

The Management Board of PKO Bank Polski S.A. (‘Bank’) informs that on 25 October 2024 it received information that Otwarty Fundusz Emerytalny PZU ‘Złota Jesień’, Nationale-Nederlanden Otwarty Fundusz Emerytalny, Generali Otwarty Fundusz Emerytalny (‘Participants’) concluded an agreement, the object of which is to jointly exercise the rights of minority shareholders, i.e. requesting the convening of an Extraordinary General Meeting of the Bank and placing on the agenda an item relating to changes in the Bank's Supervisory Board and other resolutions strictly related to changes in the Bank's Supervisory Board and the convening of an Extraordinary General Meeting (the ‘Agreement’).

Pursuant to the Agreement, the Participants of the Agreement, as shareholders holding a total of 15.80% of the Bank's share capital, will issue the demand in question to the Bank on the date of the Agreement. The Participants to the Agreement have agreed that each of them will have full freedom as to the manner in which a given Participant to the Agreement will exercise its voting rights on the Bank's shares at its General Meeting, including with respect to proposing candidates for the Bank's Supervisory Board and voting on the appointment or dismissal of certain persons to/from the Bank's Supervisory Board. In this respect, it was agreed that each Participant of the Agreement would be obliged to be guided by its own discretion and the laws and internal regulations applicable to it. The concluded Agreement therefore does not cover consensual voting at the Bank's General Meeting by the Participants of the Agreement. The Participants of the Agreement have also agreed that the concluded Agreement will be valid until the demand of the Participants of the Agreement is delivered to the Bank. Earlier termination of the Agreement will be possible at any time by agreement of the Participants of the Agreement, and furthermore the Agreement will be automatically terminated when the number of Bank shares held by all Participants of the Agreement falls below 5% of the Bank's share capital.

Furthermore, the Bank informs that on 25 October 2024 it received a request from the Participants of the Agreement to convene an Extraordinary General Meeting concerning the changes to the composition of the Bank's Supervisory Board.