Supervisory Board

The Supervisory Board operates based on the Rules of Procedure of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna, adopted by resolution no. 10/15 of the Supervisory Board of 6 February 2015, and subsequently amended by: resolution no. 9/18 of 13 March 2018, resolution no. 128/20 of 15 July 2020, resolution no. 157/20 of 3 November 2020, resolution no. 168/20 of 10 November 2020, resolution no. 108/21 of 8 July 2021, resolution no. 10/22 of 24 January 2022, resolution no. 116/23 of 18 October 2023, and resolution no. 5/25 of 31 January 2025. The Rules of Procedure of the Supervisory Board are available on the Bank’s website.1

The role of the Supervisory Board is to exercise overall and ongoing supervision over the Bank’s activities, including taking into account the Bank’s role as the parent company with respect to its subsidiaries. In addition to the powers arising from legal regulations, the Supervisory Board has powers specified in the Bank’s Articles of Association, including, in particular, the fact that the Supervisory Board reviews all matters submitted to the Bank’s General Meeting.

1 https://www.pekao.com.pl/o-banku/lad-korporacyjny.html

The members of the Supervisory Board, in their conduct, act in the best interest of the Bank and undertake all actions aimed at ensuring the smooth functioning of the Supervisory Board. Furthermore, members of the Supervisory Board of the Bank may not undertake actions or make decisions that would result in a conflict of interest or would be contrary to the interests of the Bank. If a member of the Supervisory Board becomes aware of a conflict of interest or the possibility of such a conflict arising, they should inform the Supervisory Board and refrain from speaking during discussions or voting on any resolutions related to the matter in which the conflict of interest has arisen.

In accordance with applicable law, the Supervisory Board prepares and submits to the Bank’s General Meeting an evaluation of the Management Board’s report on the activities of the Bank and the activities of the Bank’s Capital Group for the previous financial year, an evaluation of the Bank’s financial statements and the consolidated financial statements of the Bank’s Capital Group for the previous financial year, an evaluation of the Management Board’s proposals regarding the distribution of profits or covering losses, as well as a report on the activities of the Bank’s Supervisory Board. These evaluations are made available to shareholders before the Bank’s General Meeting.

The Supervisory Board has established problem committees, each dealing with specific areas of the Bank’s operations, including: Audit Committee, Nomination and Remuneration Committee and Risk Committee. The reports of the committees established by the Supervisory Board are stored at the Bank’s headquarters. Annual reports of the committees are attached to the Supervisory Board’s report and published in the same manner as the report.

In 2025, the Supervisory Board held 13 meetings.

Composition of the Supervisory Board

  1. Mr Bogdan Benczak – Chairman of the Supervisory Board
  2. Mr Artur Nowak-Far – Vice-Chairman of the Supervisory Board
  3. Mr Bartosz Grześkowiak – Vice-Chairman of the Supervisory Board
  4. Ms Magdalena Joanna Dziewguć – Member of the Supervisory Board
  5. Mr Krzysztof Czeszejko-Sochacki – Member of the Supervisory Board
  6. Ms Diana Dębowczyk – Member of the Supervisory Board
  7. Mr Jacek Nieścior – Member of the Supervisory Board
  8. Mr Witold Walkowiak – Member of the Supervisory Board
  9. Mr Mariusz Jaszczyk – Member of the Supervisory Board.

Legal counsel, graduate of the Faculty of Law at the University of Warsaw, postgraduate studies at the Cracow University of Economics, and MBA management studies at the University of Gdańsk. Currently, he is a member of the PZU SA Management Board, leading the Management Board while awaiting approval from the Polish Financial Supervision Authority for his appointment as President of the Management Board.

A manager with extensive experience in supervisory and management bodies of companies in Poland and the Baltic States. He has held key positions in numerous entities within the PZU Group. From 2008 to 2015, he served as President of the PZU Foundation and Director of the International Operations Office and the PZU Business Development Office (2008-2014). From 2010 to 2014, he was the President of UAB PZU Lietuva, from 2009 to 2017, the President of UAB PZU Lietuva Gyvybes Draudimas, and from 2014 to 2017, the President of AAS BALTA and simultaneously the Managing Director for International Operations at PZU SA. From 2015 to 2017, he was a member of the Management Board of AB Lietuvos Draudimas. Subsequently, from 2018 to 2022, he was a member of the Management Board and President of ERGO Insurance SE / ERGO Life Insurance SE. From 2023 to 2024, he was the CEO of ADB Gjensidige Lietuva. From February to September 2025, he served as Managing Director for Corporate Affairs at the PZU Group. Currently, he is the chairman of the supervisory boards of PZU Życie SA, AB „Lietuvos draudimas”, UAB „PZU Lietuva gyvybes draudimas”, PrJSC IC PZU Ukraine and PrJSC IC PZU Ukraine Life Insurance, PZU Zdrowie SA, a member of the Supervisory Board of TU Link 4 SA, a member of the Audit Committee of the Polish Chamber of Insurance and a member of the board of the Polish National Foundation.

Full professor of law, doctor of economics, and researcher at the Warsaw School of Economics. A recognized expert in financial law, including European Union financial law. From 2013 to 2015, he served as Undersecretary of State at the Ministry of Foreign Affairs, responsible, among other things, for overseeing legislation compliant with EU law. From 2007 to 2013, he was a member of the College of the Supreme Audit Office. Editor and author of articles and books, particularly in the field of financial law and EU law, including „Law and Economics of the European Union Internal Market” (Poltext Publishing House, Warsaw 2013), „European Union Law. Languages, Structures, Operation in Practice” (C. H. Beck, Warsaw 2021), „European Economic and Monetary Union: A Legal Perspective on the EU Economic Governance Model Development” (Studium, Rome 2022), and „Banking Law. Commentary” edited by Agnieszka Mikos-Sitek and Piotr Zapadek (Wolters Kluwer, Warsaw 2023).

He is an independent Member of the Supervisory Board.

A manager associated with the insurance industry for over 20 years. A member of the PZU S.A. Management Board since April 12, 2024.

A graduate of the Poznań University of Life Sciences. In 2003, he completed a one-year postgraduate program in capital investments at the Poznań School of Banking, Faculty of Finance and Banking. He also completed the AMP Advanced Management Program, approved by IESE University of Navarra. He has passed the brokerage exam.

From the beginning of his professional career, he has been involved in the insurance market in the corporate insurance segment. From 2005, he held managerial positions at UNIQA Towarzystwo Ubezpieczeń S.A. for several years, ultimately taking up the position of Director of the Sales Department (Brokerage Channel) in 2008. From 2011, he served as Managing Director at Towarzystwo Ubezpieczeń i Reasekuracji WARTA S.A., where he was responsible for managing the Corporate Insurance Department and actively participated in building and implementing the company’s strategy. In 2018, he joined the MAK Group as Vice President of MAK Insurance and STBU Brokerzy Ubezpieczeniowi. In May 2019, he assumed the position of President of the Management Board of MAK International Sp. z o.o., and in November 2020, he became Vice President of the Management Board of the reinsurance broker MAK Re.

Since April 2024, he has served as Chairman of the Supervisory Board of TUW PZUW, and since May 2024, he has served on the Audit Committee of the Polish Chamber of Insurance.

Magdalena Joanna Dziewguć is a manager with over 20 years of experience in the new technologies sector, specializing in digital transformation and innovation. She holds a Master’s degree in law and has completed numerous postgraduate studies, including an Executive MBA from the Warsaw School of Economics and programs at Harvard Business School. She holds the prestigious Corporate Board Director diploma from the same university.

She is a co-founder of Digital University and the LiderSHE Association, which promotes women in the public sphere. She has extensive experience serving on supervisory boards of both state-owned companies and those listed on European stock exchanges. She serves as a member of the InPost Supervisory Board and has previously served on the boards of PGE Dystrybucja, BNP Paribas Bank Polska, and the Wrocław University of Science and Technology, among others.

Her career includes key roles at Google, Exatel, Polkomtel, and Orange. At Google Cloud, she is responsible for the development of operations in Central and Eastern Europe, including the launch of the first public cloud technology region in Eastern Europe.

Recognized as one of the most influential women in the technology industry in Poland, she has received numerous awards, including the Executive Club CEO of the Year. She was a finalist in the 2022 Warsaw Woman of the Year ranking.

She is a mother of three and advocates for women’s professional development and greater participation in the economy and public authorities.

She is an independent member of the Supervisory Board.

He graduated from the Faculty of Law and Administration at the University of Warsaw. After passing the judicial exam (1980) and the bar exam (1983), he has practiced as a lawyer, initially in a law firm and, since 1992, in his own law office in Warsaw – Kancelaria Adwokacka Adwokat Krzysztof Czeszejko-Sochacki, specializing in broadly understood civil, business, banking, real estate, construction investment, intellectual and industrial property law, copyright law, family law, energy law, constitutional law, and providing comprehensive legal assistance in judicial, administrative, and judicial-administrative proceedings, as well as alternative dispute resolution methods (mediation, arbitration).

He has served as a mediator and arbitrator at the Arbitration Court of the Polish Chamber of Commerce in Warsaw (1999–2005 Vice-President), the Arbitration Court of SIDiR in Warsaw, the Arbitration Court of Western Pomerania at the Northern Chamber of Commerce in Szczecin, and the Court of Arbitration of the Polish-German Chamber of Industry and Commerce in Warsaw. He is a mediator at the International Mediation Centre in Poland, the Mediation Centre at the Polish Chamber of Commerce, and the Economic Mediation Centre at the Gas Industry Chamber of Commerce. He is a member of the Warsaw Chamber of Commerce, Deputy Chairman of the Supervisory Board of MUZA S.A., the Polish-French Chamber of Commerce (CCIFP), the Polish National Committee of the International Chamber of Commerce (ICC Polska), the Board of the Association of Friends of Warsaw, and the Central Council of the “Ordynacka” Association. He is an honorary member of the International Private Law Association in Lugano, Switzerland.

He served as Chief of the Chancellery of the Sejm from 2001 to 2004. He was the former President of the Boards of Investgas S.A. in Warsaw, Mazur Trading Environment Sp. z o.o. in Warsaw, and the Foundation for Supporting Economic Initiatives. He has been a former member of the Supervisory Board of Polskie Radio S.A. and the Board of the Polish Olympic Foundation in Warsaw, Editorial Board of the bi-monthly “Przegląd Sejmowy” (2004–2006), and from 2017 to 2021 a member of the Legislative Commission of the National Bar Council and the Supervisory Board of Bank Inicjatyw Gospodarczych S.A. (1989–1991). He was the former Secretary of the Supervisory Board of Polskie Radio S.A., the Supervisory Board of the Powszechne Towarzystwo Emerytalne H-M-C S.A., Chairman of the Supervisory Board of PERN “Przyjaźń” S.A. in Płock, Deputy Chairman of the Mazovian Regional Health Fund in Warsaw (1999–2001). He was the former President of the National Council of the Society for Supporting Economic Initiatives (1996–2005), Vice President of the Polish Chamber of Commerce in Warsaw (1997–2004), and Vice President of the Polish Fencing Club Board (2003–2023). From 1998 to 2002, he served as a member of the Mazovian Voivodeship Sejm in the first term and as Chairman of the Committee of the Mazovian Voivodeship Assembly. He was also a former judge of the State Tribunal (1993–1997) and the Stock Exchange House Court in Warsaw (1997–2001).

He has been awarded several distinctions, including: Officer’s Cross of the Order of Polonia Restituta, Cross of the White Star II Class for Merits to the State and Nation of Estonia, Honorary Gold Badge of the Polish Chamber of Commerce, Gold Medal of the Polish Academy of Success, Gold Badge of ZSP, Medal „For Merits to the Student Movement,” Title “Benevolenti” for Supporting Pro-Social Initiatives of the Pro Seniore Foundation and Charitable Activities for Senior Doctors, Badge of “Distinguished Activist of the Cooperative Movement,” Honorary Badge “For Merits to Warsaw.”

He is an independent member of the Supervisory Board.

MBA, ACO – Director of the Minister’s Office at the Ministry of State Assets. Legal counsel and certified compliance officer with over 15 years of experience in legal services, compliance, business ethics, risk management, and internal legislation.

She currently serves as Director of the Minister’s Office at the Ministry of State Assets, where she is responsible for coordinating the strategic activities of the Minister and the ministry’s management, including cooperation with the Chancellery of the Prime Minister, the Sejm, the Senate, and other public administration bodies.

Previously, she served as Director of the Compliance Office at Agencja Rozwoju Przemysłu S.A., where she was responsible for comprehensive management of the compliance and ethics systems. She has extensive experience in building and implementing compliance systems in large organizations, developing internal regulations, and conducting investigations.

At Totalizator Sportowy, she served as Chief Compliance Officer, managing compliance, internal audit, and internal legislation, participating in the implementation of new products and the reorganization of the company’s organizational structure. She also developed her professional experience working in law firms, where she advised businesses on commercial law, investment law, and regulatory compliance. She holds an Executive MBA (Institute of Economics of the Polish Academy of Sciences) and a Compliance Analyst and MBA (Kozminski University). She is a Certified Approved Compliance Officer (2018).

He graduated from the Faculty of Law at the University of Gdańsk in 1991. After graduation, he completed his legal counsel training at the District Chamber of Legal Counsel in Olsztyn and has been entered on the list of legal counsels since 1994. He has held managerial positions at, among others, the Supreme Audit Office, the Warsaw City Hall, the Voivodeship Office in Warsaw, and the Marshal’s Office of the Mazovian Voivodeship. He has served on the Supervisory Boards of Grodziskie Zakłady Farmaceutyczne POLFA Sp. z o.o. in Grodzisk Mazowiecki, DIPSERVICE w Warszawie S.A., Stołeczne Przedsiębiorstwo Handlu Wewnętrznego Sp. z o.o., Huta Lucchini Warszawa Sp. z o.o., Pekao Investment Management S.A., and Grupa AZOTY Zakłady Azotowe „Puławy” S.A. as Chairman of the Supervisory Board. He has been practicing as a legal advisor since 1998, currently running his own law firm, which provides legal assistance to local government units and businesses.

He is an independent member of the Supervisory Board.

He has over 25 years of experience in the financial sector, both domestically and internationally. He began his banking career at Bank Handlowy w Warszawie S.A., where he held positions ranging from Deputy Department Director to Vice President of the Management Board. He was also Vice President of the Management Board at Bank Przemysłowo Handlowy S.A. He also gained extensive experience in insurance institutions. He served as a member of the Management Board of PZU S.A. He was associated with the Dutch insurance group Achmea, where he served as Financial Director of the European Department and served as a member of the boards of directors and chairman of the audit committees of Friends First in Dublin and Interamerican in Athens. For nearly 10 years, he served as Vice President of the Management Board of insurance companies in the Warta Group.

His primary areas of competence and responsibility, related to his duties in the financial sector, included: financial accounting and reporting, financial planning and controlling, risk management, and asset management.

He was a member of the management board of the Polish Bank Association and the Polish Chamber of Insurance.

He is currently a lecturer at the Vistula University of Finance and Business.

He is a graduate of the Warsaw School of Economics and holds a PhD in economics. He was a British Council scholar at the University of Cambridge and a Fulbright scholar at the Brookings Institution in Washington, D.C.

He is an independent member of the Supervisory Board.

Vice President of the Management Board of the Polish Development Fund S.A. („PFR S.A.”) for Finance and Development. A manager with over a decade of experience in corporate finance management and accounting.

He gained professional experience at consulting firms KPMG and EY, financial institutions such as the PKO BP Group and the Polish Development Fund Group, and Telematics Technologies. He co-authored the Employee Capital Plans Act. He served as Managing Director of the Finance Department at PFR S.A.

He completed doctoral studies at the College of Management and Finance of the Warsaw School of Economics, where he previously earned a master’s degree in Finance and Banking.

Since 2009, he has been listed as a certified auditor by the Polish Chamber of Statutory Auditors.

Personal changes in the composition of the Supervisory Board

From January 1 to March 5, 2025, the composition of the Supervisory Board was as follows:

  1. Mr Artur Olech – Chairman of the Supervisory Board,
  2. Mr Bartosz Grześkowiak – Vice-Chairman of the Supervisory Board,
  3. Mr Artur Nowak-Far – Vice-Chairman of the Supervisory Board,
  4. Mr Jacek Nieścior – Member of the Supervisory Board,
  5. Mr Krzysztof Czeszejko-Sochacki – Member of the Supervisory Board,
  6. Mr Radosław Niedzielski – Member of the Supervisory Board,
  7. Mr Witold Walkowiak – Member of the Supervisory Board,
  8. Ms Magdalena Dziewguć – member of the Supervisory Board.

A manager with over 30 years of experience in the financial and insurance industry, he has served as CEO of PZU S.A. since April 12, 2024.

A graduate of the Faculty of Law and Administration at the University of Warsaw and the Faculty of Finance and Banking at the Warsaw School of Economics. He also completed studies at Wirtschaftsuniversität Wien. He has participated in numerous training programs for top management, including Harvard Business School, Kellogg School of Management, and Chicago GSB (Booth School of Business).

Co-founder of fintechs. Expert in business process management. Long-time CEO of financial institutions. Since May 2020, co-founder of Trasti – an insurtech and digital insurer created in a joint venture with Triglav DD and Swiss Re, where he also served as CEO. He is involved in the insurance market, including both the private and public sectors.

In 2014, he was invited by the Management Board of the Poczta Polska S.A. Group to collaborate with him, leveraging his experience and expertise to create and manage Postal Insurance. Within just four months of being founded and obtaining a license, the life insurance company, Pocztowe Towarzystwo Ubezpieczeń na Życie S.A., began operations. Simultaneously, his team reorganized the life insurance company, Pocztowe Towarzystwo Ubezpieczeń Wzajemnych (Polish Mutual Insurance Company), changing its structure and modernizing it toward a multi-brand business model.

He was associated with the Generali Group for many years, progressing through all career levels and various areas of responsibility, starting as a manager, then Department Director, Management Board Member, and Vice President, before being offered the position of Group President in Poland in 2010. During this period, he completed numerous specialized training courses and was the first Pole to complete the Value of Knowledge program for top management within the international structures of the Generali Group. During his tenure as President of the Management Board in Poland, Generali’s Polish companies were recognized twice within the group for their financial performance and business value growth, in 2012 and 2013. From 2010 to 2014, he served as leader of the multinational, multicultural, and diversified Generali Group Management Board in Poland.

He has served on several supervisory boards of Polish financial institutions and pension funds, serving as an independent member in public sector and publicly traded companies. From 2017 to 2018, he served as a member of the Supervisory Board of Mabion S.A., an innovative pharmaceutical manufacturer. In 2016, he joined the Supervisory Board of Ciech S.A. (now Qemetica), where he continues to serve as Chairman of the Audit Committee.

In March 2023, he was invited to join the Program Council of EKF Ubezpieczenia, a conference organized as part of the prestigious European Financial Congress. He serves as a member of the Banking and Insurance World Leaders Chapter, which awards annual prizes to the best banks and insurance companies. Since May 2024, he has been a member of the Audit Committee of the Polish Chamber of Insurance. Since June 2024, he has been a member of the Council of the Insurance Guarantee Fund.

A manager with experience in the public sector, he graduated from the Jagiellonian University and the National School of Public Administration. He gained and honed his professional experience at institutions including the Ministry of the State Treasury, the Chancellery of the Prime Minister, the Industrial Development Agency (Agencja Rozwoju Przemysłu S.A.), and Bank Gospodarstwa Krajowego (BGK). He is responsible for the exercise of shareholding rights in over 150 companies with State Treasury shareholding. He has led investment projects involving direct capital investment by the State Treasury or a state-owned legal entity.

An expert in restructuring, including the use of public aid. He co-authored a rescue and restructuring program for entrepreneurs, notified to the European Commission, which he implemented five years later under national law.

He currently serves as Vice-President of the Management Board of the Industrial Development Agency (Agencja Rozwoju Przemysłu S.A.), where he is responsible for the finances and oversight of the Capital Group.

He is an independent member of the Supervisory Board.

The six Members of the Supervisory Board, namely: Artur Nowak-Far, Krzysztof Czeszejko-Sochacki, Radosław Niedzielski, Jacek Nieścior, Witold Walkowiak, and Magdalena Joanna Dziewguć, meet the independence criteria set out in the Act of 11 May 2017 on Statutory Auditors, Audit Firms and Public Oversight, and do not have any actual or material relationships with a shareholder holding at least 5% of the total number of votes in the Company.

On 6 February 2025, Mr Artur Olech submitted his resignation from the position of Chairman of the Supervisory Board of the Bank and from membership in the Bank’s Supervisory Board, effective at the end of the day on 5 March 2025. The resignation did not specify the reasons for stepping down.

On 6 March 2025, the Extraordinary General Meeting of the Bank, having taken into account the assessment of compliance with the suitability requirements, appointed:

  1. Mr Andrzej Klesyk and
  2. Mr Mariusz Jaszczyk

to the Supervisory Board of the Bank for a joint three-year term of office, which commenced on 18 April 2024.

According to the submitted statements, none of the above-mentioned members of the Supervisory Board of the Bank conducts any business competitive with the Bank, participates in a competing company as a partner in a civil law partnership, partnership or capital company, or participates in a competing legal entity as a member of its governing body. According to the submitted statements, none of the above-mentioned members of the Supervisory Board of the Bank is entered in the Register of Insolvent Debtors maintained pursuant to the Act of 20 August 1997 on the National Court Register.

From 6 March to 12 March 2025, the composition of the Supervisory Board of the Bank was as follows:

  1. Mr Andrzej Klesyk – Member of the Supervisory Board,
  2. Mr Artur Nowak-Far – Deputy Chairman of the Supervisory Board,
  3. Mr Bartosz Grześkowiak – Deputy Chairman of the Supervisory Board,
  4. Ms Magdalena Joanna Dziewguć – Member of the Supervisory Board,
  5. Mr Krzysztof Czeszejko-Sochacki – Member of the Supervisory Board,
  6. Mr Radosław Niedzielski – Member of the Supervisory Board,
  7. Mr Jacek Nieścior – Member of the Supervisory Board,
  8. Mr Witold Walkowiak – Member of the Supervisory Board,
  9. Mr Mariusz Jaszczyk – Member of the Supervisory Board.

On 13 March 2025, the Supervisory Board of the Bank elected Mr Andrzej Klesyk as Chairman of the Supervisory Board and Ms Magdalena Joanna Dziewguć as Secretary of the Supervisory Board.

Accordingly, from 13 March to 5 November 2025, the composition of the Supervisory Board of the Bank was as follows:

  1. Mr Andrzej Klesyk – Chairman of the Supervisory Board,
  2. Mr Artur Nowak-Far – Deputy Chairman of the Supervisory Board,
  3. Mr Bartosz Grześkowiak – Deputy Chairman of the Supervisory Board,
  4. Ms Magdalena Joanna Dziewguć – Secretary of the Supervisory Board,
  5. Mr Krzysztof Czeszejko-Sochacki – Member of the Supervisory Board,
  6. Mr Radosław Niedzielski – Member of the Supervisory Board,
  7. Mr Jacek Nieścior – Member of the Supervisory Board,
  8. Mr Witold Walkowiak – Member of the Supervisory Board,
  9. Mr Mariusz Jaszczyk – Member of the Supervisory Board.

He is a graduate of the John Paul II Catholic University of Lublin, Faculty of Social Sciences, majoring in Economics, and Harvard Business School, where he obtained an MBA degree.

In addition, he completed numerous international training programs related to the financial sector and management, including global training programs for partners and managing directors of The Boston Consulting Group. He has extensive experience in consulting for the financial and insurance sectors.

He began his professional career in 1989–1991 as an assistant at the Catholic University of Lublin. From April 1990 to January 1991, he served as Assistant to the Minister’s Advisor at the Ministry of Ownership Transformations. From January to August 1991, he worked as a Researcher at Kidder, Peabody Company and Coopers & Lybrand in New York.

From June to August 1992, he completed an internship at McKinsey & Company in Germany. From October 1993 to February 2000, he served as Senior Engagement Manager at the London office of McKinsey & Company.

From February to December 2000, he was President of the Management Board of Inteligo Financial Services SA. From December 2000 to February 2003, he served as a Member of the Management Board of Bankgesellschaft Berlin (Polska) SA. From April 2003 to December 2007, he held the position of Partner and Managing Director at The Boston Consulting Group in Warsaw, where he cooperated, among others, with PZU on insurance projects related to claims handling, direct insurance, assistance services, as well as corporate governance and intra-group relations within the PZU Group.

From 14 December 2007 to 8 December 2015, he served as President of the Management Board of PZU S.A. In this role, he was responsible for the management of the Company and the PZU Group. In particular, he was responsible for strategy, HR policy, investment policy, and corporate governance support functions, including legal affairs, corporate governance, and internal control. He led the IPO of PZU, the largest IPO on the Warsaw Stock Exchange at that time.

In the years 2017–2019, he served as Chairman of the Supervisory Board of Best SA. From 2017 to 2022, at NKBM Maribor, he was Deputy Chairman of the Supervisory Board and Chairman of the Audit Committee. He also served as a Non-Executive Director, Chairman of the Audit Committee, and Member of the Strategy Committee at Play Communication from 2014 to 2021. He led the first wave of restructuring of the largest insurance company in Greece, Ethniki, following its acquisition by CVC, one of the world’s largest private equity firms, serving as Chairman of the Board of Directors and Chairman of the Nomination and Remuneration Committee. From 2020 until the end of February 2025, he served as Managing Partner at Cornerstone Partners, where he was responsible for several portfolio companies.

Vice President of the Management Board of Polski Fundusz Rozwoju S.A. (“PFR S.A.”) for Finance and Development. He is a manager with over a decade of experience in corporate finance and accounting.

He gained professional experience at consulting firms KPMG and EY, financial institutions such as the PKO BP Group and Polski Fundusz Rozwoju Group, as well as at Telematics Technologies. He was a co-author of the Employee Capital Plans (PPK) Act. He served as Managing Director of the Finance Division at PFR S.A.

He completed doctoral studies at the SGH Warsaw School of Economics, College of Management and Finance, where he had previously earned a Master’s degree in Finance and Banking. Since 2009, he has been listed as a statutory auditor by the Polish Chamber of Statutory Auditors.

On November 3, 2025, resignations were submitted, effective at the end of the day on November 5, 2025, by:

  1. Mr Andrzej Klesyk from his position as Chairman of the Bank’s Supervisory Board and from his membership in the Bank’s Supervisory Board,
  2. Mr Radosław Niedzielski from his membership in the Bank’s Supervisory Board.

In their resignations, the aforementioned members of the Bank’s Supervisory Board did not provide reasons for their resignation.

On November 6, 2025, the Extraordinary General Meeting of the Bank, taking into account the assessment of suitability requirements, appointed:

  1. Mr Bogdan Benczak
  2. Ms Diana Dębowczyk

to the Bank’s Supervisory Board for a joint three-year term, which began on April 18, 2024.

According to their declarations, none of the above-mentioned members of the Bank’s Supervisory Board conducts any business competitive to the Bank’s, does not participate in a competing company as a partner in a civil law partnership, partnership, or corporation, and does not participate in a competing legal entity as a member of its governing body. According to their declarations, none of the above-mentioned members of the Bank’s Supervisory Board is entered in the Register of Insolvent Debtors maintained pursuant to the provisions of the Act of August 20, 1997, on the National Court Register.

From November 6 to November 13, 2025, the composition of the Supervisory Board was as follows:

  1. Mr Bogdan Benczak – Member of the Supervisory Board,
  2. Mr Artur Nowak-Far – Vice-Chairman of the Supervisory Board,
  3. Mr Bartosz Grześkowiak – Vice-Chairman of the Supervisory Board,
  4. Ms Magdalena Joanna Dziewguć – Secretary of the Supervisory Board,
  5. Mr Krzysztof Czeszejko-Sochacki – Member of the Supervisory Board,
  6. Ms Diana Dębowczyk – Member of the Supervisory Board,
  7. Mr Jacek Nieścior – Member of the Supervisory Board,
  8. Mr Witold Walkowiak – Member of the Supervisory Board,
  9. Mr Mariusz Jaszczyk – Member of the Supervisory Board.

On November 14, 2025, the Bank’s Supervisory Board elected Mr. Bogdan Benczak as Chairman of the Supervisory Board.

Therefore, from November 14 to December 31, 2025, the composition of the Supervisory Board was as follows:

  1. Mr Bogdan Benczak – Chairman of the Supervisory Board,
  2. Mr Artur Nowak-Far – Vice-Chairman of the Supervisory Board,
  3. Mr Bartosz Grześkowiak – Vice-Chairman of the Supervisory Board,
  4. Ms Magdalena Joanna Dziewguć – Secretary of the Supervisory Board,
  5. Mr Krzysztof Czeszejko-Sochacki – Member of the Supervisory Board,
  6. Ms Diana Dębowczyk – Member of the Supervisory Board,
  7. Mr Jacek Nieścior – Member of the Supervisory Board Supervisory Board,
  8. Mr Witold Walkowiak – Member of the Supervisory Board,
  9. Mr Mariusz Jaszczyk – Member of the Supervisory Board.

Audit Committee

operated based on:

  1. The Rules of Procedure of the Supervisory Board, adopted by the Supervisory Board of the Bank’s Resolution no. 116/23 of 18 October 2023, and the Rules of Procedure of the Audit Committee of the Supervisory Board of Bank Polska Kasa Opieki S.A., adopted by the Supervisory Board of the Bank’s Resolution no. 118/23 of 18 October 2023.
  2. The Rules of Procedure of the Supervisory Board and the Rules of Procedure of the Audit Committee of the Supervisory Board of Bank Polska Kasa Opieki S.A., adopted by the Supervisory Board of the Bank’s Resolution no. 5/25 of 31 January 2025.

The purpose of the Audit Committee is to assist the Supervisory Board of the Bank in fulfilling its duties, particularly regarding:

  1. monitoring the financial reporting process,
  2. monitoring the effectiveness of internal control systems, risk management systems, and internal audit, including in the area of financial reporting,
  3. monitoring the performance of financial auditing activities, specifically the audit performed by the auditing firm, including the conclusions and findings of the Polish Agency for Audit Oversight resulting from its inspection of the auditing firm,
  4. controlling and monitoring the independence of the auditor and the auditing firm, especially when the auditing firm provides other services besides the audit to the Bank,
  5. informing the Supervisory Board of the Bank about the results of the audit and explaining how the audit contributed to the reliability of financial reporting, as well as the role of the Audit Committee in the audit process,
  6. assessing the independence of the auditor and approving the provision of permitted non-audit services by the auditor,
  7. developing the policy for selecting an auditing firm to perform the audit,
  8. developing the policy for providing non-audit services related to financial reporting by the auditing firm conducting the audit, its related entities, and the auditor network,
  9. defining the procedure for selecting an auditing firm to perform the audit of financial statements,
  10. presenting to the Supervisory Board of the Bank recommendations for selecting an auditing firm to perform the audit of financial statements,
  11. submitting recommendations to the Supervisory Board of the Bank to ensure the reliability of the financial reporting process,
  12. reviewing the audit plan presented by Internal Audit for the given financial year and making recommendations to the Supervisory Board regarding its approval,
  13. reviewing, at least once a year, the process of preparing annual and interim financial statements based on reports provided by the relevant department of the Bank’s headquarters,
  14. evaluating significant (i.e., those affecting the Bank’s operations, financial statements, reputation, and legal compliance) conclusions resulting from the work of the Bank’s Internal Audit or from other external audits and proceedings, particularly reports from the Polish Financial Supervision Authority,
  15. supervising corrective actions regarding identified irregularities,
  16. meeting at least once a year with the auditor to review the annual audit report,
  17. reporting at least once a year to the Supervisory Board on its activities and providing quarterly updates on supervisory activities and their results,
  18. maintaining effective working relationships with the Supervisory Board, the Management Board, internal auditors, and external auditors; and
  19. analysing and reporting on transactions between related parties, especially in situations involving a direct or indirect conflict of interest.

The Audit Committee meets as necessary, but no less than four times a year, on dates aligned with the key dates in the Bank’s quarterly reporting cycle and the review of the annual audit plan submitted by the Head of the Internal Audit Department.

In 2025, the Audit Committee held 14 meetings. The Audit Committee prepares a report on its activities once per quarter, which includes information on the matters discussed, the information acknowledged, as well as data on the number of members attending the meetings and the number of resolutions adopted.

The Audit Committee consists of 3 (three) to 7 (seven) members selected from the members of the Supervisory Board. At least one member of the Audit Committee must have knowledge and skills in accounting or financial statement auditing.

The majority of the Audit Committee members, including its Chair, were independent of the Bank in accordance with Article 129(3) of the Act of 11 May 2017 on statutory auditors, audit firms, and public supervision (hereinafter referred to as the “Act on Statutory Auditors, Audit Firms, and Public Supervision”).

Members of the Audit Committee possess the necessary skills to appropriately perform their assigned function, including relevant education and professional experience. The qualifications of the members of the Supervisory Board, including the education and experience of the Audit Committee members, along with the manner in which these qualifications were obtained, have been presented on the Bank’s website.2

From 1 January to 17 February 2025, the composition of the Audit Committee was as follows:

  1. Mr Jacek Nieścior – Chair of the Committee,
  2. Mr Krzysztof Czeszejko-Sochacki – Member of the Committee,
  3. Mr Robert Niedzielski – Member of the Committee,
  4. Mr Artur Nowak-Far – Member of the Committee,
  5. Mr Witold Walkowiak – Member of the Committee

On 18 February 2025, the Supervisory Board of the Bank appointed Ms Magdalena Joanna Dziewguć to the Audit Committee of the Supervisory Board of the Bank.

As a result, from 18 February to 8 May 2025, the composition of the Audit Committee was as follows:

  1. Mr Jacek Nieścior – Chair of the Committee,
  2. Mr Krzysztof Czeszejko-Sochacki – Member of the Committee,
  3. Mr Robert Niedzielski – Member of the Committee,
  4. Mr Artur Nowak-Far – Member of the Committee,
  5. Mr Witold Walkowiak – Member of the Committee,
  6. Ms Magdalena Joanna Dziewguć – Member of the Committee

On 6 March 2025, the Extraordinary General Meeting of the Bank, considering the assessment of meeting the eligibility requirements, appointed Mr Mariusz Jaszczyk to the composition of the Supervisory Board of the Bank for a joint three-year term, which began on 18 April 2024.

On 9 May 2025, the Supervisory Board of the Bank appointed Mr Mariusz Jaszczyk to the Audit Committee of the Supervisory Board of the Bank.

As a result, from 9 May 2025 to 17 June 2025, the composition of the Audit Committee was as follows:

  1. Mr Jacek Nieścior – Chair of the Committee,
  2. Mr Krzysztof Czeszejko-Sochacki – Member of the Committee,
  3. Mr Mariusz Jaszczyk – Member of the Committee,
  4. Mr Robert Niedzielski – Member of the Committee,
  5. Mr Artur Nowak-Far – Member of the Committee,
  6. Mr Witold Walkowiak – Member of the Committee.
  7. Ms Magdalena Joanna Dziewguć – Member of the Committee

On 18 June 2025, the Audit Committee of the Supervisory Board of the Bank, taking into account the assessment of individual suitability, elected Mr Witold Walkowiak as the Secretary of the Committee.

As a result, from 18 June 2025 to 05 November 2025, the composition of the Audit Committee was as follows:

  1. Mr Jacek Nieścior – Chair of the Committee,
  2. Mr Krzysztof Czeszejko-Sochacki – Member of the Committee,
  3. Mr Mariusz Jaszczyk – Member of the Committee,
  4. Ms Magdalena Joanna Dziewguć – Member of the Committee,
  5. Mr Robert Niedzielski – Member of the Committee,
  6. Mr Artur Nowak-Far – Member of the Committee,
  7. Mr Witold Walkowiak – Secretary of the Committee

On 3 November 2025, Mr Radosław Niedzielski submitted his resignation, effective at the end of 5 November 2025, from the membership of the Supervisory Board of the Bank.

As a result, from 6 November to 31 December 2025, the composition of the Audit Committee was as follows:

  1. Mr Jacek Nieścior – Chair of the Committee,
  2. Mr Krzysztof Czeszejko-Sochacki – Member of the Committee,
  3. Ms Magdalena Joanna Dziewguć – Member of the Committee,
  4. Mr Mariusz Jaszczyk – Member of the Committee,
  5. Mr Artur Nowak-Far – Member of the Committee,
  6. Mr Witold Walkowiak – Secretary of the Committee.

Mr Jacek Nieścior, Mr Krzysztof Czeszejko-Sochacki, Ms Magdalena Joanna Dziewguć, Mr Artur Nowak-Far, and Mr Witold Walkowiak meet the independence criteria.

On 1 January 2025, amendments to the Accounting Act and the Act on Statutory Auditors, Audit Firms and Public Supervision, introduced by the Act of 6 December 2024 on Amendments to the Accounting Act, the Act on Statutory Auditors, Audit Firms and Public Supervision, and Certain Other Acts (Journal of Laws of 2024, item 1863), came into force. These amendments implement the EU directive on corporate reporting related to sustainable development into Polish law.

To ensure compliance of the Bank’s internal regulations with the introduced changes, in July 2025, as a public interest entity, the Bank adopted updated policies and procedures specified in Article 130(1)(5–7) of the Act on Statutory Auditors, Audit Firms, and Public Supervision, based on resolutions of the Bank’s Supervisory Board. These include:

  1. “Policy and procedure for the selection of an audit firm to conduct he statutory audit of the financial statements of Bank Pekao S.A., the attestation of sustainability reporting and the rules of cooperation with the audit firm, the statutory auditor and the supervisory authority” (hereinafter the “Selection Policy”),
  2. “Procedure for the selection of the audit firm” (hereinafter the “Selection Procedure”),
  3. “Policy on the provision of services by the auditor firm conducting the audit or the attestation of sustainability reporting, by entities affiliated with the auditor firm and by a member of the auditor firm’s network, for permitted non-audit services” (hereinafter the “Services Provision Policy”).

The adopted Selection Policy, Selection Procedure and Services Provision Policy include the relevant changes concerning sustainability reporting. The regulations take into account the fact that, based on Resolution no. 56 of the Ordinary General Meeting of the Bank, dated 24 April 2025, regarding amendments to the Bank’s Articles of Association and authorizing the Bank’s Supervisory Board to approve the consolidated text of the Bank’s Statutes, the Bank utilized the option to transfer the competence of the General Meeting to the Supervisory Board in the matter of selecting the audit firm for the attestation of sustainability reporting, by amending the Bank’s Statutes accordingly. The Bank received the approval of the Polish Financial Supervision Authority for the aforementioned amendment to the Bank’s Statutes

These updated regulations replaced the regulations approved by Resolution no. 120/23 of the Bank’s Supervisory Board dated 18 October 2023, concerning the adoption of the “Policy on the selection of the audit firm for conducting the statutory audit of the financial statements of Bank Pekao S.A. and the rules of cooperation with the audit firm, the statutory auditor and the supervisory authority” as well as the “Procedure for the selection of the audit firm for conducting the statutory audit of the financial statements of Bank Pekao S.A.”

The regulations mentioned above have been updated as follows:

  1. “Policy on the selection of the audit firm for conducting the statutory audit of the financial statements of Bank Pekao S.A. and the rules of cooperation with the audit firm, the statutory auditor and the supervisory authority” – the document has been expanded to include the possibility of conducting sustainability reporting attestation (due to the relevant amendments introduced by the Act of 6 December 2024 on amendments to the Accounting Act, the Act on Statutory Auditors, Audit Firms and Public Supervision, and certain other acts).
  2. “Procedure for the selection of the audit firm for conducting the statutory audit of the financial statements of Bank Pekao S.A.” – the document has been expanded to include the possibility of purchasing sustainability reporting attestation services and amended regarding the analysis of corruption risk (due to the relevant amendments introduced by the Act of 6 December 2024 on amendments to the Accounting Act, the Act on Statutory Auditors, Audit Firms and Public Supervision, and certain other acts).
  3. “Policy on the provision of services by the audit firm conducting the audit or sustainability reporting, by entities affiliated with the auditor firm and by a member of the auditor firm’s network, for permitted non-audit services” – the document has been expanded to include sustainability reporting attestation services (due to the relevant amendments introduced by the Act of 6 December 2024 on amendments to the Accounting Act, the Act on Statutory Auditors, Audit Firms and Public Supervision, and certain other acts).

In accordance with the Selection Procedure, the process of selecting the audit firm is carried out through a tender procedure. As a result of the procedure organized by the Bank, the Audit Committee submits a recommendation to the Supervisory Board regarding the selection of the audit firm. This recommendation, unless it concerns the renewal of the audit mandate, includes at least two options for selecting the audit firm, along with justification and an indication of the preferred choice. In the case of extending the contract with the audit firm, the Audit Committee recommends that the Supervisory Board select the current audit firm. The Supervisory Board, after reviewing the recommendation and (in the case of non-renewal of the mandate) the preference of the Audit Committee, selects the audit firm, specifying the years for which the financial statements of the Bank and the consolidated financial statements of the Bank’s Capital Group, or the sustainability report, will be subject to statutory audit by the selected audit firm.

On 21 November 2025, the Supervisory Board adopted a resolution regarding the acceptance of the recommendation and the selection of the audit firm PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp.k. for the attestation of sustainability reporting of the Bank’s Capital Group for the years 2025–2028, with an option for extension for the years 2029–2030.

Regarding the statutory audit of the Bank’s financial statements and the consolidated financial statements of the Bank’s Capital Group for the five financial years from 2024 to 2028, with an option to extend the contract for the following two financial years, 2029 and 2030, according to the Supervisory Board’s resolution of 7 November 2023, the audit firm carrying out the audit is PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp.k.

The Services Provision Policy stipulates that the provision of permitted non-audit services by the audit firm conducting the audit, entities affiliated with the audit firm, or members of the audit firm’s network to the Bank requires the approval of the Audit Committee. Furthermore, the Audit Committee grants approval for the provision of permitted non-audit services to the subsidiaries of the Bank based on the subsidiary’s request. An essential part of such a request is the consent of the subsidiary’s Audit Committee, which applies for approval. Entities belonging to the Bank’s Capital Group are also required to obtain the consent of the Audit Committee of the parent entity (PZU S.A.) for the purchase of a permitted non-audit service. In 2025, the audit firm PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt sp.k. provided permitted non-audit services to the Bank and its subsidiaries. Before entering into an agreement for the provision of permitted non-audit services, the Audit Committee, the Audit Committee of the subsidiary (if a public interest entity), and the Audit Committee of the parent entity of the Bank assessed the independence of the audit firm and granted approval for the provision of these services.

2.https://www.pekao.com.pl/o-banku/wladze-banku.html

Nomination and Remuneration Committee

operated based on:

  1. The Rules of Procedure of the Supervisory Board adopted by Resolution no. 116/23 of the Bank’s Supervisory Board of 18 October 2023, and the Rules of Procedure of the Nomination and Remuneration Committee of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna adopted by Resolution no. 117/23 of the Bank’s Supervisory Board of 18 October 2023.
  2. The Rules of Procedure of the Supervisory Board and the Rules of Procedure of the Nomination and Remuneration Committee of the Supervisory Board of Bank Polska Kasa Opieki Spółka Akcyjna adopted by Resolution no. 5/25 of the Bank’s Supervisory Board of 31 January 2025.

The purpose of the Nomination and Remuneration Committee is to support the Supervisory Board in fulfilling its duties, including shaping the composition of the Bank’s Management Board and overseeing the Bank’s Management Board’s policy regarding the selection and appointment of individuals for executive positions within the Bank. The Committee’s activities are guided by prudent and stable risk, capital, and liquidity management, with particular attention paid to the long-term welfare of the Bank and the interests of the Bank’s shareholders.

The tasks of the Nomination and Remuneration Committee include, but are not limited to:

  1. adopting the diversity policy for the composition of the Bank’s Management Board and Supervisory Board, taking into account a broad range of characteristics and competencies required for individuals holding positions as members of the Management Board,
  2. recommending candidates for the Management Board of the Bank, considering the necessary knowledge, competencies, and experience required for the effective management of the Bank, as well as the diversity of the Management Board’s composition,
  3. defining the scope of duties for candidates to the Management Board of the Bank, as well as the knowledge and competency requirements and the expected time commitment needed for the role,
  4. determining the target representation of the underrepresented gender on the Management Board of the Bank and the Supervisory Board and developing a diversity policy for both boards aimed at achieving this target,
  5. conducting a periodic assessment, at least once a year, of the structure, size, composition, and effectiveness of the Management Board of the Bank and recommending changes to the Supervisory Board,
  6. conducting a periodic assessment, at least once a year, of the knowledge, competencies, and experience of the Management Board of the Bank as a whole, as well as individual members, and informing the Management Board about the results of this evaluation,
  7. conducting periodic reviews of the Management Board’s policy regarding the selection and appointment of executive positions in the Bank and presenting recommendations to the Management Board in this regard,
  8. presenting recommendations to the Supervisory Board regarding:
    1. the assessment of the individual suitability of candidates for the Management Board and Supervisory Board at the appointment stage, as well as current members of these bodies during their duties, in situations specified in the “Policy on the assessment of the suitability of proposed and appointed members of the Management Board, Supervisory Board and individuals holding key functions at Bank Polska Kasa Opieki Spółka Akcyjna,”
    2. the collective suitability of the Management Board of the Bank and the Supervisory Board to ensure the appropriate level of collegial management or oversight of the Bank,
    3. succession plans for members of the Management Board of the Bank to ensure continuity of management.

In 2025, the Nomination and Remuneration Committee held 14 meetings. The Nomination and Remuneration Committee prepares a report on its activities quarterly, which includes information on matters discussed and acknowledged, as well as data regarding the number of members attending meetings and the number of resolutions passed.

The Nomination and Remuneration Committee consists of 3 (three) to 7 (seven) members elected from among the members of the Supervisory Board.

From 1 January to 5 March 2025, the composition of the Nomination and Remuneration Committee was as follows:

  1. Mr Artur Nowak-Far – Chairman of the Committee,
  2. Mr Bartosz Grześkowiak – Secretary of the Committee,
  3. Mr Artur Olech – Member of the Committee,
  4. Mr Jacek Nieścior – Member of the Committee,
  5. Mr Witold Walkowiak – Member of the Committee,
  6. Ms Magdalena Joanna Dziewguć – Member of the Committee.

On 6 February 2025, Mr Artur Olech resigned from the position of Chairman of the Supervisory Board of the Bank and from the membership of the Bank’s Supervisory Board, effective at the end of 5 March 2025. The resignation did not specify the reasons for stepping down.

Accordingly, from 6 March to 8 May 2025, the composition of the Nomination and Remuneration Committee was as follows:

  1. Mr Artur Nowak-Far – Chairman of the Committee,
  2. Mr Bartosz Grześkowiak – Secretary of the Committee,
  3. Mr Jacek Nieścior – Member of the Committee,
  4. Mr Witold Walkowiak – Member of the Committee,
  5. Ms Magdalena Joanna Dziewguć – Member of the Committee.

On 6 March 2025, the Extraordinary General Meeting of the Bank, considering the assessment of meeting the eligibility requirements, appointed Mr Andrzej Klesyk to the composition of the Supervisory Board of the Bank for a joint three-year term, which began on 18 April 2024.

On 9 May 2025, the Supervisory Board appointed Mr Andrzej Klesyk to the Nomination and Remuneration Committee, taking into account the individual suitability assessment.

From 9 May to 5 November 2025, the composition of the Nomination and Remuneration Committee was as follows:

  1. Mr Artur Nowak-Far – Chairman of the Committee,
  2. Mr Bartosz Grześkowiak – Secretary of the Committee,
  3. Mr Andrzej Klesyk – Member of the Committee,
  4. Mr Jacek Nieścior – Member of the Committee,
  5. Mr Witold Walkowiak – Member of the Committee,
  6. Ms Magdalena Joanna Dziewguć – Member of the Committee.

On 3 November 2025, Mr Andrzej Klesyk resigned from his position as Chairman of the Supervisory Board of the Bank and from his membership in the Supervisory Board of the Bank, effective at the end of the day on 5 November 2025. The resignation did not specify the reasons for stepping down.

The Extraordinary General Meeting of the Bank on 6 November 2025, taking into account the assessment of the fulfilment of suitability requirements, appointed:

  1. Mr Bogdan Benczak and
  2. Ms Diana Dębowczyk

to the Supervisory Board of the Bank for a joint three-year term of office, which commenced on 18 April 2024.

For the period from 6 November to 26 November 2025, the composition of the Nomination and Remuneration Committee was as follows:

  1. Mr Artur Nowak-Far – Chairman of the Committee,
  2. Mr Bartosz Grześkowiak – Secretary of the Committee,
  3. Mr Jacek Nieścior – Member of the Committee,
  4. Mr Witold Walkowiak – Member of the Committee,
  5. Ms Magdalena Joanna Dziewguć – Member of the Committee

On 27 November 2025, the Supervisory Board appointed Mr Bogdan Benczak and Ms Diana Dębowczyk to the Nomination and Remuneration Committee, taking into account the individual suitability assessment.

For the period from 27 November to 31 December 2025, the composition of the Nomination and Remuneration Committee was as follows:

  1. Mr Artur Nowak-Far – Chairman of the Committee,
  2. Mr Bartosz Grześkowiak – Secretary of the Committee,
  3. Mr Bogdan Benczak – Member of the Committee,
  4. Ms Diana Dębowczyk – Member of the Committee,
  5. Mr Jacek Nieścior – Member of the Committee,
  6. Mr Witold Walkowiak – Member of the Committee,
  7. Ms Magdalena Joanna Dziewguć – Member of the Committee.

Mr Artur Nowak-Far, Mr Jacek Nieścior, Mr Witold Walkowiak and Ms Magdalena Joanna Dziewguć meet the independence criteria.

Risk Committee

In 2025, the Risk Committee operated based on:

  1. The Rules of Procedure of the Supervisory Board, adopted by the Supervisory Board of the Bank’s Resolution no. 116/23 of 18 October 2023, and the Rules of Procedure of the Risk Committee of the Supervisory Board of Bank Polska Kasa Opieki S.A., adopted by the Supervisory Board of the Bank’s Resolution no. 119/23 of 18 October 2023.
  2. The Rules of Procedure of the Supervisory Board and the Rules of Procedure of the Risk Committee of the Supervisory Board of Bank Polska Kasa Opieki S.A., adopted by the Supervisory Board of the Bank’s Resolution no. 5/25 of 31 January 2025.

The mission of the Committee is to support the Supervisory Board in fulfilling its duties related to overseeing the risk management system and assessing its adequacy and effectiveness. In its activities, the Committee is guided by prudent and stable management of risk, capital, and liquidity, with particular attention to the long-term well-being of the Bank and the interests of its shareholders.

The tasks of the Risk Committee include, among others, expressing opinions on:

  1. the overall current and future risk readiness of the Bank, expressed in the form of risk appetite,
  2. the risk management strategy developed by the Bank’s Management Board, including policies related to credit, financial, and operational risks,
  3. reports on the risk profile and the implementation of the risk management strategy presented by the Bank’s Management Board.

Additionally, the Risk Committee supports the Supervisory Board in overseeing the implementation of the risk management strategy in the Bank’s operations and verifies whether the general level of prices for liabilities and assets offered to customers fully reflects the Bank’s business strategy and risks.

In 2025, the Risk Committee held 13 meetings. The Risk Committee prepares a report on its activities once per quarter, which includes information on the matters discussed, the information acknowledged, as well as data on the number of members attending the meetings and the number of resolutions adopted.

The Risk Committee consists of 3 (three) to 7 (seven) members selected from among the members of the Supervisory Board, with the majority of the members of the Risk Committee, including its Chairman, being independent members of the Supervisory Board.

From 1 January to 24 January 2025, the composition of the Risk Committee was as follows:

  1. Mr Krzysztof Czeszejko-Sochacki – Chairman of the Committee,
  2. Mr Radosław Niedzielski – Member of the Committee,
  3. Mr Jacek Nieścior – Member of the Committee,
  4. Mr Witold Walkowiak – Secretary of the Committee,
  5. Ms Magdalena Joanna Dziewguć – Member of the Committee.

On 24 January 2025, Ms. Magdalena Joanna Dziewguć resigned from the position of Committee Member, effective on the day of resignation.

Therefore, from 24 January to 5 November 2025, the composition of the Risk Committee was as follows:

  1. Mr Krzysztof Czeszejko-Sochacki – Chairman of the Committee,
  2. Mr Radosław Niedzielski – Member of the Committee,
  3. Mr Jacek Nieścior – Member of the Committee,
  4. Mr Witold Walkowiak – Secretary of the Committee.

On 3 November 2025, Mr Radosław Niedzielski submitted his resignation from the Supervisory Board of the Bank, effective at the end of 5 November 2025.

Therefore, from 6 November to 26 November 2025, the composition of the Risk Committee was as follows:

  1. Mr Krzysztof Czeszejko-Sochacki – Chairman of the Committee,
  2. Mr Jacek Nieścior – Member of the Committee,
  3. Mr Witold Walkowiak – Secretary of the Committee.

On 6 November 2025, the Extraordinary General Meeting of the Bank, considering the assessment of meeting the eligibility requirements, appointed Ms Diana Dębowczyk to the composition of the Supervisory Board of the Bank for a joint three-year term, which began on 18 April 2024.

On 27 November 2025, the Bank’s Supervisory Board appointed Ms. Diana Dębowczyk to the Risk Committee, following an individual suitability assessment.

Therefore, from 27 November 2025 to 31 December 2025, the composition of the Risk Committee was as follows:

  1. Mr Krzysztof Czeszejko-Sochacki – Chairman of the Committee,
  2. Ms Diana Dębowczyk – Member of the Committee,
  3. Mr Jacek Nieścior – Member of the Committee,
  4. Mr Witold Walkowiak – Secretary of the Committee

Mr Krzysztof Czeszejko-Sochacki, Mr Jacek Nieścior and Mr Witold Walkowiak meet the independence criteria.

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