The Management Board of Bank Millennium S.A. (the “Bank”) informs that it learned that on 19 April 2024 the Regional Court for Warsaw in Warsaw, 13th Business Department of the National Court Register registered the changes of the Bank’s Articles of Association adopted in resolutions no. 30 and 31 (“Resolutions”) of the Bank’s Ordinary General Meeting of 27 March 2024. The Bank published the text of the Resolutions in current report No. 8/2024 of March 27, 2024.

The Court registration concerns the following changes in Bank’s Articles of Association:

I. Changes of Articles of Association set forth in Paragraph 1 in points 1/ to 3/ of resolution no. 30 of the General Meeting of the Bank of 27.03.2024:

1/ the sentence in § 5 sec. 3 which reads:

"3. The Bank may issue bonds, including convertible bonds and bonds with pre-emptive rights."

shall read as follows:

"3. The Bank may issue bonds, including convertible bonds, bonds with pre-emptive rights and capital bonds, including those convertible into shares of the Bank."

2/ § 10 shall read as follows:

“Subject to cases described in Code of Commercial Companies, the General Shareholders’ Meeting shall be valid if at least one fourth of the Bank’s share capital is represented at the Meeting. Simple majority of votes shall be required for validity of resolutions. A majority of three quarters of votes shall be required for matters regarding amendment of the Articles of Association, dissolution or merger of the Bank, issuance of convertible bonds and bonds with pre-emptive rights, retirement of shares (subject to Art. 415 § 4 of the Code of Commercial Companies), decrease of share capital, increase of share capital (including its increase by way of conversion of capital bonds into shares of the Bank) and sale of the enterprise or its organised part; and a majority of two thirds in matters regarding a material change of the Bank’s operation.”

3/ the following § 33a shall be added after § 33:

“If the General Meeting adopts an increase in the Bank's share capital by way of conversion of capital bonds referred to in Article 27a of the Act on Bonds into the Bank's shares, the Management Board may be authorized by a resolution of the General Meeting to adopt a resolution on granting the Bank's shares.”

II. Changes of Articles of Association set forth in Paragraph 1 in points 1/ and 2/ of resolution no. 31 of the General Meeting of the Bank of 27.03.2024:

1/ in § 5 sec. 3, after the final dot, the following additional sentence shall be added:

“The Bank may issue also the perpetual bonds.”

2/ in § 5, after section 3, the following sections 3¹ and 3² shall be added:

“3¹. The Bank may issue capital instruments (including in particular capital bonds) qualified in accordance with the relevant regulations to Tier I or Tier II capital.
3². Financial instruments referred to in sect. 3 and 3¹ may be issued under Polish or foreign law, unless the law provides for the possibility of issuing them only under Polish law.”

After aforementioned changes, § 5 sec. 3 shall read:

“3. The Bank may issue bonds, including convertible bonds, bonds with pre-emptive rights and capital bonds, including those convertible into shares of the Bank. The Bank may issue also the perpetual bonds.”

Before abovementioned changes, § 5 sec. 3 and § 10 of Articles of Association of the Bank had the following wordings:

§ 5 sec. 3:

“3. The Bank may issue bonds, including convertible bonds and bonds with pre-emptive rights.”

§ 10:

“Subject to cases described in Code of Commercial Companies, the General Shareholders’ Meeting shall be valid if at least one fourth of the Bank’s share capital is represented at the Meeting. Simple majority of votes shall be required for validity of resolutions. A majority of three quarters of votes shall be required for matters regarding amendment of the Articles of Association, dissolution or merger of the Bank, issuance of convertible bonds and bonds with pre-emptive rights, retirement of shares (subject to Art. 415 § 4 of the Code of Commercial Companies), decrease of share capital, increase of share capital and sale of the enterprise or its organised part; and a majority of two thirds in matters regarding a material change of the Bank’s operation.”

Legal basis:
Par. 5 point 1 of the Regulation of the Minister of Finance of 29 March 2018 on current and periodical information disclosed by issuers of securities as well as conditions to be met when recognising as equivalent the information disclosed under laws of a state which is not a member state.