Extending the agenda of the Annual General Meeting of Alior Bank S.A.convened on May 10, 2023
The Management Board of Alior Bank S.A. ("the Bank") acting pursuant toArticle 399 § 1 and Article 4021 § 1 and 2 of the Code of CommercialCompanies informs about the extension of the agenda of the AnnualGeneral Meeting of the Bank, convened by current report no. 5/2023 ofApril 3, 2023, on May 10, 2023, at 10:00 a.m. at the Bank's office inWarsaw, at ul. Łopuszańska 38C.
In connection with the position of the Polish Financial SupervisionAuthority (_quot;PFSA_quot;), received on April 4, 2023, addressed to banks formedas a joint stock company on compliance with the requirements forassessing the adequacy of internal regulations on the functioning andeffectiveness of the supervisory board resulting from Recommendation Zof the PFSA on the principles of internal governance in banks, attachedto this report, the Management Board of the Bank extends the agenda ofthe Annual General Meeting of the Bank convened on May 10, 2023 byadding the following item:
"Adoption of a resolution on the assessment of the adequacy of internalregulations concerning the functioning of the Supervisory Board of AliorBank S.A. and its effectiveness."
In connection with the above, the proposed agenda of the Annual GeneralMeeting of Alior Bank S.A. convened on May 10, 2023 is as follows:
1. Opening of the Annual General Meeting.
2. Appointment of the Chairman of the Annual General Meeting.
3. Verification whether the Annual General Meeting has been convenedcorrectly and is capable of adopting binding resolutions.
4. Adoption of the agenda of the Annual General Meeting.
5. Presentation and review of the following:
a) Financial statements of Alior Bank Spółka Akcyjna for the year endedon 31 December 2022,
b) Consolidated financial statements of the Capital Group of Alior BankSpółka Akcyjna for the year ended on 31 December 2022,
c) Report of the Management Board on the activities of the Alior BankS.A. Capital Group in 2022, comprising the Report of the ManagementBoard on the activities of Alior Bank Spółka Akcyjna and the Report ofthe Alior Bank S.A. Capital Group on non-financial information for theyear 2022.
6. Presentation and review of the Report on the activities of theSupervisory Board of Alior Bank Spółka Akcyjna in the financial yearended on 31 December 2022.
7. Presentation to the Annual General Meeting of the list of amendmentsmade to the Regulations of the Supervisory Board of Alior Bank SpółkaAkcyjna.
8. Presentation to the Annual General Meeting the Report on theassessment of the application by Alior Bank S.A. of the CorporateGovernance Principles for Supervised Institutions in 2022.
9. Adoption of resolutions on:
a) approval of the Report on the activities of the Supervisory Board ofAlior Bank Spółka Akcyjna in the financial year ended on 31 December2022,
b) review and approval of the Financial statements of Alior Bank SpółkaAkcyjna for the year ended on 31 December 2022,
c) review and approval of the Consolidated financial statements of theAlior Bank Spółka Akcyjna Capital Group for the year ended on 31December 2022,
d) review and approval of the Report of the Management Board on theactivities of the Alior Bank S.A. Capital Group in 2022, comprising theReport of the Management Board on the activities of Alior Bank and theReport of the Alior Bank S.A. Capital Group on non-financial informationfor 2022.
10. Adoption of a resolution on the distribution of profits for thefinancial year 2022.
11. Adoption of resolutions on acknowledgement of the fulfilment ofduties of Members of the Management Board of the Bank in the financialyear 2022.
12. Adoption of resolutions on acknowledgement of the fulfilment ofduties of Members of the Supervisory Board of the Bank in the financialyear 2022.
13. Adoption of a resolution on the approval of the updated"Remuneration Policy Applicable to Members of the Management Board andthe Supervisory Board of Alior Bank S.A."
14. Adoption of a resolution on the position of the Annual GeneralMeeting of the Bank regarding the assessment of the functioning of theremuneration policy in effect at the Bank.
15. Adoption of a resolution on the approval of the updated "Policy forthe selection and assessment of members of the Supervisory Board ofAlior Bank S.A.".
16. Adoption of a resolution on the assessment of the collectivesuitability of the Alior Bank S.A. Supervisory Board.
17. Adoption of a resolution on expressing an opinion on the "Report onthe remuneration of the members of the Management Board and theSupervisory Board of Alior Bank S.A. for the year 2022" submitted by theSupervisory Board of the Bank.
18. Adoption of a resolution amending the Articles of Association ofAlior Bank S.A.
19. Adoption of a resolution on the assessment of the adequacy ofinternal regulations concerning the functioning of the Supervisory Boardof Alior Bank S.A. and its effectiveness.
20. Closure of the Annual General Meeting.
Attached to this report the Management Board of the Bank also submitsconsolidated text of draft resolutions and documents constituting thebasis for assessing the adequacy of internal regulations concerning thefunctioning of the Bank's Supervisory Board and its effectiveness:
- Articles of Association of Alior Bank S.A.,
- Organisational Regulations of Alior Bank S.A.,
- Regulations of the Supervisory Board of Alior Bank S.A.,
- Regulations of the Audit Committee of the Supervisory Board of AliorBank S.A.,
- Regulations of the Nomination and Remuneration Committee of theSupervisory Board of Alior Bank S.A.,
- Rules of operation of the Risk Committee of the Supervisory Board ofAlior Bank S.A.,
- Regulations of the Committee for Strategy and Development of theBank's Supervisory Board of Alior Bank S.A.,
- Resolution of the Supervisory Board of the Bank relating toself-assessment of the adequacy of internal regulations concerning thefunctioning of the Supervisory Board of the Bank and effectiveness ofthe Supervisory Board in 2022.
Full documentation being a subject of the Annual General Meeting alongwith draft resolutions are available on the Bank's website atwww.aliorbank.pl under "Investor Relations/General Meeting".
Legal basis: § 19 para 1 and 2 of the Regulation of the Minister ofFinance of March 29th, 2018, on current and periodic informationpublished by issuers of securities and conditions for recognizing asequivalent information required by the laws of a non-member state.