Organizational Structure

Changes in the Bank Pekao S.A. Group

The composition of Bank Pekao S.A. Group is presented in the Note 2 to the Consolidated Financial Statements of Bank Pekao S.A. Group for the year ended on 31 December 2025.

The most important changes in the Group that took place in 2025 are discussed below.

NAME OF THE ENTITY DESCRIPTION OF THE EVENT / CHANGE
FPB-Media
sp. z o.o.
On 8 April 2025, “FPB-Media” sp. z o.o. was deleted from the register of entrepreneurs in National Court Register. The decision to delete the company became final on 24 April 2025.
Pekao Fundusz Kapitałowy
sp. z o.o.
On 4 June 2025, the Extraordinary General Meeting of Shareholders of Pekao Fundusz Kapitałowy sp. z o.o. w likwidacji revoked the liquidation of the Company as of 1 July 2025 and amended the Company Agreement. The purpose of these activities is to use the Company’s potential to implement projects carried out for the Pekao Group
Pekao Bank Hipoteczny S.A. On 18 August 2025, the Extraordinary General Meeting of Pekao Bank Hipoteczny S.A. adopted a resolution on the division of the Company by transferring to Bank Pekao S.A. a part of the Company’s assets and rights and obligations in the form of an organized part of the Company’s enterprise, in accordance with the previously published Demerger Plan. As part of the demerger, the Company’s share capital was reduced by PLN 100,000 through the redemption of one series G share with a nominal value of PLN 100,000.

On the same day, the Extraordinary General Meeting of Pekao Bank Hipoteczny S.A. adopted a resolution to increase the Company’s share capital by PLN 90,000,000 through the issue of 900 series M shares with a nominal value of PLN 100,000 per share. Series M shares will be offered exclusively to Bank Pekao S.A. by way of a private subscription. In connection with the above changes, the Company’s Articles of Association were also amended with respect to the amount of the share capital, which, after taking into account the events described above, will amount to PLN 692,900,000.

The above-mentioned changes in the demerger and reduction of the share capital became effective on 3 October 2025, in connection with the entry in the register of entrepreneurs of the National Court Register. The organized part of the Company’s business transferred to Bank Pekao S.A. includes, in particular, activities related to selected types of loans. This consolidation is the result of the recommendations of the Polish Financial Supervision Authority aimed at restoring profitability and stabilizing the Company’s results. The increase of Company’s share capital by PLN 90,000,000 was registered in National Court Register on 28 October 2025.

On 27 October 2025, the Extraordinary General Meeting of Pekao Bank Hipoteczny S.A. adopted a resolution to reduce the Company’s share capital by PLN 345,604,662 in order to cover the loss from previous years. The share capital reduction will be effected by reducing the nominal value of each share to PLN 50,122.

In connection with the above change, the Company’s Articles of Association were also amended with respect to the amount of the share capital, which, after taking into account the event described above, will amount to PLN 347,295,338. On 3 December 2025, the Polish Financial Supervision Authority issued decisions allowing the reduction of the share capital and amendments to the Company’s Articles of Association. The described changes are awaiting entry in the National Court Register.

Pekao Inwestycje Dłużne sp. z o.o. On 16 October 2025 Pekao Inwestycje Dłużne sp. z o.o. was established. The Company’s share capital amounts to PLN 20,000,000 and is divided into 10,000 shares with a nominal value of PLN 2,000 each. All shares in the Company’s share capital were acquired by Pekao Investment Banking S.A. The Company’s business is other financial service activities, excluding insurance and pension funds.

On 4 November 2025 the Company’s Supervisory Board was appointed, and on 5 December 2025 the Management Board was appointed. The company was registered in the register of entrepreneurs of the National Court Register on 15 December 2025.

Centrum Kart S.A. On 15 November 2025, the core business of Centrum Kart S.A. became an integral part of Bank Pekao S.A. The decision to incorporate the Company’s operations into the Bank’s structures resulted from the need to simplify and strengthen the operating model in the area of payments. The change will translate into further development in the area of payments and more efficient project management and development of modern services.
Pekao Direct
sp. z o.o.
In November 2025, Pekao Direct sp. z o.o. commenced a new activity related to the provision of body leasing services to Bank Pekao S.A. and the Pekao Group. Previously, the Company provided contact center services for the Bank (this activity was transferred to the Bank’s structures as of 1 May 2025).

Changes in the Statutory Bodies of the Bank

Supervisory Board

The composition of the Supervisory Board of Bank Pekao S.A. has as follows:

AS AT THE DATE OF SUBMITTING THE REPORT FOR 2025 31 DECEMBER, 202 AS AT THE DATE OF SUBMITTING THE REPORT FOR THE THIRD QUARTER OF 2025
Bogdan Benczak
Chairman of the Supervisory Board
Bogdan Benczak
Chairman of the Supervisory Board
Andrzej Klesyk
Chairman of the Supervisory Board
Bartosz Grześkowiak
Deputy Chairman of the Supervisory Board
Bartosz Grześkowiak
Deputy Chairman of the Supervisory Board
Bartosz Grześkowiak
Deputy Chairman of the Supervisory Boar
Artur Nowak-Far
Deputy Chairman of the Supervisory Board
Artur Nowak-Far
Deputy Chairman of the Supervisory Board
Artur Nowak-Far
Deputy Chairman of the Supervisory Board
Magdalena Joanna Dziewguć
Secretary of the Supervisory Board
Magdalena Joanna Dziewguć
Secretary of the Supervisory Board
Magdalena Joanna Dziewguć
Secretary of the Supervisory Board
Krzysztof Czeszejko-Sochacki
Member of the Supervisory Board
Krzysztof Czeszejko-Sochacki
Member of the Supervisory Board
Krzysztof Czeszejko-Sochacki
Member of the Supervisory Board
Diana Dębowczyk
Member of the Supervisory Board
Diana Dębowczyk
Member of the Supervisory Board
Radosław Niedzielski
Member of the Supervisory Board
Mariusz Jaszczyk
Member of the Supervisory Board
Mariusz Jaszczyk
Member of the Supervisory Board
Mariusz Jaszczyk
Member of the Supervisory Board
Jacek Nieścior
Member of the Supervisory Board
Jacek Nieścior
Member of the Supervisory Board
Jacek Nieścior
Member of the Supervisory Board
Witold Walkowiak
Member of the Supervisory Board
Witold Walkowiak
Member of the Supervisory Board
Witold Walkowiak
Member of the Supervisory Board

Detailed information on the Bank’s Supervisory Board can be found in Chapter 12 Statement of Bank Polska Kasa Opieki Spółka Akcyjna on the application of corporate governance principles in 2025, – in part: Description of the functioning of the management, supervisory, or administrative bodies of the Bank, as well as their committees, along with an indication of the composition of these bodies and any changes that occurred within them during the last financial year

Management Board of the Bank

The composition of the Management Board of Bank Pekao S.A. has as follows:

AS AT THE DATE OF SUBMITTING THE REPORT FOR 2025 31 DECEMBER, 2025 AS AT THE DATE OF SUBMITTING THE REPORT FOR THE THIRD QUARTER OF 2025
Cezary Stypułkowski
President of the Bank’s Management Board
Cezary Stypułkowski
President of the Bank’s Management Board
Cezary Stypułkowski
President of the Bank’s Management Board
Marcin Gadomski
Vice President of the Bank’s Management Board
Marcin Gadomski
Vice President of the Bank’s Management Board
Marcin Gadomski
Vice President of the Bank’s Management Board
Łukasz Januszewski
Vice President of the Bank’s Management Board
Łukasz Januszewski
Vice President of the Bank’s Management Board
Łukasz Januszewski
Vice President of the Bank’s Management Board
Michał Panowicz
Vice President of the Bank’s Management Board
Michał Panowicz
Vice President of the Bank’s Management Board
Michał Panowicz
Vice President of the Bank’s Management Board
Robert Sochacki
Vice President of the Bank’s Management Board
Robert Sochacki
Vice President of the Bank’s Management Board
Robert Sochacki
Vice President of the Bank’s Management Board
Błażej Szczecki
Vice President of the Bank’s Management Board
Błażej Szczecki
Vice President of the Bank’s Management Board
Błażej Szczecki
Vice President of the Bank’s Management Board
Dagmara Wojnar
Vice President of the Bank’s Management Board
Dagmara Wojnar
Vice President of the Bank’s Management Board
Dagmara Wojnar
Vice President of the Bank’s Management Board
Marcin Zygmanowski
Vice President of the Bank’s Management Board
Marcin Zygmanowski
Vice President of the Bank’s Management Board
Marcin Zygmanowski
Vice President of the Bank’s Management Board

Detailed information on the Bank’s Management Board can be found in Chapter 12 Statement of Bank Polska Kasa Opieki Spółka Akcyjna on the application of corporate governance principles in 2025, – in the part: Description of the functioning of the management, supervisory, or administrative bodies of the Bank, as well as their committees, along with an indication of the composition of these bodies and any changes that occurred within them during the last financial year

Organizational change

In 2025, we introduced a number of organizational changes within the Bank’s Head Office.

Within structure of Retail and Private Banking Division, Private Banking Center was established, comprising Private Banking Department and Private Banking Development Department. The Retail Banking Segment and Product Development Center was created, consolidating product and segment units of the Division. A new Contact Center Department, dedicated to sales and development of remote customer service, was also established.

Retail and Private Banking Division was restructured into Branch Distribution, Private Banking and Operations Division which includes: Retail Banking Distribution Department, Retail and Private Banking Strategy and Transformation Department, Private Banking Center and Corporate Services and Operations Center.

Retail Banking Segment and Product Development Center, Contact Center Department, and Digital Sales and Service Department were incorporated into newly formed Integrated Channels, Products and Retail Segments Division. Activities previously performed by Pekao Direct were incorporated into structure of Contact Center Department.

Within Strategy and Corporate Affairs Division, the Investor Relations Department and Shareholder Relations Office were merged into a single unit — Investor Relations and Shareholder Cooperation Department. Equity Investments and Ownership Supervision Department was established by integrating the former Equity Investments Office and Ownership Supervision Office. Analytics and Digital Transformation Center, previously reporting directly to the President of Management Board, was incorporated into the Division. Data Protection Inspector Department was moved to Technology Transformation and Innovation Division.

Technology and Operations Division was transformed into Technology Transformation and Innovation Division, comprising IT Center, Security Center, and New Technologies and Development Department, renamed into AI Transformation Department. Within IT Center, the Card Department was created, consolidating most activities formerly performed by Centrum Kart S.A. (Card Center).

Human Resources Division was transformed into People, Organization and CX Division, with Customer Experience Management Department transferred from Strategy and Corporate Affairs Division. HR Strategy Center was established, bringing together key units responsible for HR, payroll, organizational culture development, process analysis and optimization.

Transaction Banking Department was transferred from Corporate Banking and MIB Division to Commercial Banking Division, to which Payment Acceptance Office — formerly part of Digital Sales and Service Department — was added.

Within Financial Division, the Data and Information Management Center was created, comprising Management and Financial Information Department, Data Management Office (transferred from Analytics and Digital Transformation Center), and newly established Data Platform Support and Development Office.

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