Best practice
Gender balance

Information on application of Best Practice for GPW Listed Companies 2021

Erste Bank Polska S.A. (Bank) hereby informs that the Bank’s General Meeting, Management Board and Supervisory Board passed relevant resolutions on adopting Best Practice for GPW Listed Companies 2021 issued by the Warsaw Stock Exchange by force of its Supervisory Board resolution no. 13/1834/2021 of 29 March 2021.

The text of the Best Practice for GPW Listed Companies 2021 is available at: Best practice 2021 It will open in a new window

Report on compliance with the Best Practice for GPW Listed Companies 2021 (PDF)

Current assessment of compliance with the corporate governance rules (HTML) It will open in a new window

Current assessment of compliance with the corporate governance rules (PDF) It will open in a new window

Corporate Governance 2024 r.(PDF) It will open in a new window

Corporate Governance 2023 r.(PDF) It will open in a new window

Corporate Governance 2022 r.(PDF) It will open in a new window

Corporate Governance 2021 r.(PDF) It will open in a new window

Corporate Governance 2020 r.(PDF) It will open in a new window

Corporate Governance 2019 r.(PDF) It will open in a new window

Corporate Governance 2018 r.(PDF) It will open in a new window

Corporate Governance 2017 r.(PDF) It will open in a new window

Corporate Governance 2016 r.(PDF) It will open in a new window

Corporate Governance 2015 r.(PDF) It will open in a new window

Corporate Governance 2014(PDF) It will open in a new window

Corporate Governance 2013(PDF) It will open in a new window

Corporate Governance 2012(PDF) It will open in a new window

Corporate Governance 2011(PDF) It will open in a new window

Corporate Governance 2010(PDF) It will open in a new window

Corporate Governance 2009(PDF) It will open in a new window

Corporate Governance 2008(PDF) It will open in a new window

Corporate Governance 2007(PDF) It will open in a new window

Resolution no. 9/2013 (PDF) It will open in a new window

Appendix to Resolution no. 9/2013 Code of Best Practice(PDF) It will open in a new window

Resolution no. 142/2011 (PDF) It will open in a new window

Appendix to Resolution no. 142/2011 Code of Best Practice(PDF) It will open in a new window

Resolution no. 64/2010 (PDF) It will open in a new window

Appendix to Resolution no. 64/2010 Code of Best Practice(PDF) It will open in a new window

Resolution no. 87/2007 (PDF) It will open in a new window

Appendix to Resolution no. 87/2007 Code of Best Practice(PDF) It will open in a new window

Adoption of the ”Principles of Corporate Governance” by the Annual General Meeting

Bank Zachodni WBK hereby informs that at the Annual General Meeting held on 23 April 2015 the ”Principles of Corporate Governance for Supervised Entities” issued by Financial Supervision Authority (KNF) on 22 July 2014 were adopted in the wording accepted by the Management Board and Supervisory Board of Bank Zachodni WBK.

Principles of Corporate Governance Rules for Supervised Institutions

Information on application of the “Principles of Corporate Governance Rules for Supervised Institutions” issued by the Polish Financial Supervision Authority of 22 July 2014

Bank Zachodni WBK S.A. (the “Bank”) hereby advises that its Management Board and the Supervisory Board have adopted their respective resolutions on full application, effective from 1 January 2015, of the Principles of Corporate Governance Rules for Supervised Institutions issued by the Polish Financial Supervision Authority (KNF) on 22 July 2014 (the “Principles”). By adopting the Principles, the Bank subscribed to the overarching idea of the Rules expressed by KNF, i.e. to ensure common corporate governance standards for all the supervised institutions, and to ensure adherence to the rights and obligations prescribed by law and the principle of proportionality arising from the specific nature of the Bank’s operations.

Furthermore, the Bank advises that the agenda of the next AGM of the Bank will contain an item relating to adoption of the Principles.

The text of the Principles is published on the Polish Financial Supervision Authority website - http://www.knf.gov.pl/Images/Zasady_ladu_korporacyjnego_22-07-2014_tcm75-38575.pdf It will open in a new window
Audit and Compliance Committee

Adam Celiński – Chairman

Dominika Bettman

Stefan Dörfler

Alexandra Habeler – Drabek

Maurizio Poletto

Tomasz Sójka

Katarzyna Perez

Risk Committee

Dominika Bettman – Chairman

Adam Celiński

Stefan Dörfler

Alexandra Habeler – Drabek

Maurizio Poletto

Tomasz Sójka

Katarzyna Perez

Nominations Committee

Tomasz Sójka – Chairperson

Peter Bosek

Stefan Dörfler

Remuneration Committee

Peter Bosek

Dominika Bettman

Alexandra Habeler – Drabek

Tomasz Sójka

Katarzyna Perez
The share capital of Erste Bank Polska S.A. totals PLN 1 021 893 140 and is divided into 102 189 314 ordinary bearer shares with a nominal value of PLN 10 each.

Individual share series:
- 5,120,000 series A ordinary bearer shares;
- 724,073 series B ordinary bearer shares,
- 22,155,927 series C ordinary bearer shares;
- 1,470,589 series D ordinary bearer shares;
- 980,393 series E ordinary bearer shares,
- 2,500,000 series F ordinary bearer shares,
- 40,009,302 series G ordinary bearer shares (issued due to the merger of Bank Zachodni S.A. with Wielkopolski Bank Kredytowy S.A. – 13 June 2001; issue without preemptive rights).
- 115,729 series H ordinary bearer shares (issued due to the Incentive Scheme as part of conditional capital increase – 10 July 2009; issue without preemptive rights).
- 1,561,618 series I ordinary bearer shares (issue taken up by the European Bank for Reconstruction and Development – 9 August 2012.; issue without preemptive rights).
- 18,907,458 series J ordinary bearer shares (issued due to the merger with Kredyt Bank S.A. – 4 January 2013; issue without preemptive rights).
- 305.543 series K ordinary bearer shares (issued due to the Incentive Scheme IV – 11 July 2014; issue without preemptive rights).
- 5,383,902 series L ordinary bearer shares (issued due to the purchase of shares of Santander Consumer Bank S.A. – 18 July 2014; issue without preemptive rights).
- 98.947 series M ordinary bearer shares (issued due to the Incentive Scheme V – 3 August 2017; issue without preemptive rights).
- 2,754,824 series N ordinary bearer shares (issued due to the acquisition of the carved out business of Deutsche Bank Polska S.A. – 9 November 2018; issue without preemptive rights).
- 101,009 series O ordinary bearer shares (issued due to the Incentive Scheme VI – 25 September 2020; issue without preemptive rights).
Additional informality about shares is included in the tab: Shares, available at website Shares quoted
The information about incentive programmes is published on the websites dedicated to General Meetings in the following sections:
1. In 2022, the Incentive Programme VII was introduced by the Annual General Meeting Resolution no. 30 of 27 April 2022
  - AGM 2022
  - EGM 2023
2. In 2020, the Incentive Programme VI introduced pursuant to Resolution no. 44 of the Annual General Meeting of 17 May 2017 was closed.
  - AGM 2017
  - AGM 2020
3. In 2017, the Incentive Programme V introduced pursuant to Resolution no. 4 of the Extraordinary General Meeting of 30 June 2014 was closed.
  - EGM|AGM 2014 – archive
  - AGM 2017 It will open in a new window
The dividend policy of Erste Bank Polska S.A. lays down the goals and key aspects of dividend payments.

The general assumption of the Bank's dividend policy is to ensure stable dividend payments in the long term, taking into account the current and future capital needs of the Bank and Erste Bank Polska Group.

In a standard situation, the Bank pays dividend in cash. In accordance with § 50(3) of the Bank’s Statutes, the Bank may also pay dividend in securities.

Pursuant to the Bank’s dividend policy, the dividend is paid from the net profit earned in a given financial year. The Bank's net profit is verified by an independent auditor appointed to examine the financial statements of the Bank and Erste Bank Polska Group. The Bank may also pay dividend from retained earnings. In such a case, the Bank will also follow Article 129(3) of the Banking Law Act, which stipulates that consent of the Polish Financial Supervision Authority (KNF) is required to distribute among shareholders an amount higher than the net profit for the last financial year less any loss carried forward, own shares and amounts that may not be paid out as dividend.

The purpose of the dividend policy is to ensure optimal capital structure of the Bank and Erste Bank Polska Group taking into account the return on capital and capital costs, and capital requirements related to development, while maintaining appropriate capital adequacy ratios (taking into account the combined buffer requirement). For strategic reasons, the Bank keeps a higher level of own funds than what is required by the applicable minimum capital limits. Additional buffers were applied to the minimum regulatory requirements in line with the Bank’s risk appetite. The buffers ensure that capital ratios are at levels that allow dividend objectives to be achieved.

Dividend payment is recommended by the Bank’s Management Board in the form of resolution, in accordance with the prudent management principle, taking into account assessment of capital surplus over acceptable capital ratios, including in stress, and the necessary profit reinvestment rate to deliver strategic plans and maintain appropriate levels of ROA and ROE.

The Bank’s dividend policy takes into account regulatory guidance and individual recommendations issued to the Bank by the KNF with respect to the possibility of paying dividend from the current year’s and previous years’ profits.

Ensuring equal opportunities and supporting gender equality at all levels is a priority for Erste Bank Polska. Guaranteeing full pay equality between men and women is one of our key strategic commitments.

Gender Pay Gap (GPG)

This indicator measures the difference in pay across an organisation or company, irrespective of the nature of the work performed (a vertical perspective). It is structural in both economic and social terms and has been shaped by economic and labour-market conditions over decades. Its level is driven, among other factors, by the Bank’s organisational structure as a branch-based bank serving customers throughout the country. The vast majority of employees are women, whereas in other roles, such as those related to information technology, most employees are men. These examples illustrate why differences arise between the average pay of men and women when the type of work performed is not taken into account.
Equal Pay Gap (EPG)

This indicator compares the pay of women and men who work in the same organisational units and locations and have the same job grade. It is calculated as a weighted average of individual groupings. A grouping is defined as a combination of business division, location and job grade that includes at least one woman and at least one man, with a minimum of three employees in the grouping.

As at 31 December 2025, the indicator stood at 100.12%.

Changes in the GPG will be gradual and will result both from organisational changes within the Bank and from initiatives supporting diversity and equal treatment, the most important of which include:

Increasing the representation of women in senior management
Offering dedicated development programmes for women
Maintaining gender balance in recruitment and development processes
Ensuring appropriate representation of women in succession plans
Educating employees about equal treatment and inclusion

In addition, our ambition for the EPG is to eliminate differences in the pay of women and men performing work in the same roles. To this end:

we have set annual targets for reducing the EPG within the Bank,
we have included information on the EPG in the monthly HR Dashboards provided to managers, together with a list of roles where pay differences between women and men occur and information on the EPG level for each role within the relevant organisational structure, where such differences exist.

Specific staffing decisions are made with due consideration of their impact on the EPG. In particular, the annual salary review process helps to reduce pay differences.

In line with corporate standards, the Bank measures and monitors both the GPG and the EPG.

Employee groups^*	GPG - without taking role-specific factors into account	EPG -in the same roles
Senior executives	11,8%	As at 31 December 2025, women in the same roles earned 100.12% of what men earned, meaning that pay was effectively equal.
Other managers	16,7%
Other employees	23,4%

^*in line with the classification used in annual CSRD reporting, except for the Bank’s Management Board, for which a separate remuneration report is published

Information regarding the rules for changing the entity authorized to audit financial statements

There is a policy on appointing auditor adopted in the Bank by way of resolution of the Supervisory Board. It refers to applicable legal regulations and defines the criteria used in the decision-taking process.

Information regarding domestic and foreign banking holding companies

The Bank is a parent entity of Erste Bank Polska Group and forms a domestic bank holding group as defined in the Polish Banking Law Act together with its related entities. It is also registered as a foreign bank holding group with Erste Group Bank AG as the ultimate parent entity. Within these holdings, no financial support agreements referred to in Article 141t of the Polish Banking Law Act of 29 August 1997 were made.

Structure of Erste Bank Polska Group

Last event
16.02.2024	Consolidated annual report for 2023 Unconsolidated annual report for 2023
Next events
30.04.2024	Consolidated quarterly report for Q1 2024

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49,00%

Erste Group Bank – majority shareholder
9,70%

Banco Santander S.A.
5,01%

Nationale-Nederlanden OFE
5,23%

Allianz Polska Otwarty Fundusz Emerytalny
31,06%

Others

Erste Bank Polska's ESG reports comprehensively present the impact of our organization on environmental, social and management issues. They are consistent with the requirements of the European Commission regarding the disclosure of non-financial information related to climate impact, the UNEP FI principles - Principles for Responsible Banking and selected Sustainable Development Goals identified as strategic for the bank. The reports also include indicators defined by the "ESG Reporting Guidelines - Guide for companies listed on the Warsaw Stock Exchange", as well as presenting their own internal performance indicators. The latest editions of the ESG Report used the latest version of the international Global Reporting Initiative (GRI) standard.

ESG Report It will open in a new window

Erste Bank Polska promotes a work environment where diversity is respected, valued and used as an asset. A diverse workforce is our competitive advantage, enabling us to achieve our business and strategic goals and to attract and retain talent.

We aim to build an inclusive and diverse work environment. We are committed to gender balance in leadership and board positions and to closing the pay gap between men and women. Our activities also focus on supporting and promoting the employment of people with disabilities.

The Bank Group's general principles on Diversity and Inclusion are governed by individual policies that:

indicate the specific objectives of the diversity policy applied and the ways in which they are to be achieved;
also apply directly to the Bank's management team, i.e. the Management Board, Supervisory Board and key managers;
take into account all existing sources of diversity, both visible (gender, race, age, disability, etc.) and invisible (work and life experience, education, religion, values and beliefs, invisible disability, sexual orientation, personality, etc.).

These general principles are based on the Bank Group's conviction that managing in line with the concept of Diversity and Inclusion underpins the Bank Group's cultural transformation, strategic vision and mission and values. The principles are also included in the Responsible Banking Strategy.

Sex	Women	Men
Supervisory Board	3	5
Management Board	1	6
Key managers (Key executives)	27	41
Senior managers	26	34

Age	30-40 years	41-50 years	51-60 years	above 60 years
Supervisory Board	-	1	6	1
Management Board	-	2	4	1
Key managers (Key executives)	8	39	20	1
Senior managers	7	38	14	1

Practice in Erste Bank Polska S.A.	up to 5 years	6-10 years	11-15 years	16-20 years	21-25 years	25 -30 years	above 30 years
Supervisory Board	7	1	-	-	-	-	-
Management Board	4	2	-	-	-	-	-
Key managers (Key executives)	7	5	15	13	8	15	5
Senior managers	8	11	4	13	10	9	5

The above figures have been prepared as at 31.12.2023. As of 18 August 2026 they apply to the Bank’s Management Board and Supervisory Board. The length of service in the Bank's governing bodies is counted from the date of the first appointment to the Supervisory Board or the Management Board.

Information concerning the presence of women in board of directors in Erste Bank Polska S.A.

Erste Bank Polska S.A. makes every effort to ensure a balanced share of males and females in the managerial cadre. As of 20 April 2026, three women are in Supervisory Board, in Management Board – one.

The current composition of the Management Board results from organizational changes unrelated to gender diversity criteria. Any further changes to the composition of the Management Board will be carried out with due consideration given to diversity criteria. The Bank will seek to increase the representation of women, while taking into account organizational circumstances and the availability of female and male candidates who meet the required criteria.

Santander Bank Polska management board diversity policy

8. Polityka oceny odpowiedniości_en.pdf

Gender balance in the bank’s goverining bodies

In performance of the obligation arising from Article 90gd(4) of the Act on public offering, conditions governing the introduction of financial instruments to organised trading, and on public companies (Act), The Bank hereby informs you that the matters related to gender balance in the governing bodies of the companies are regulated by Section 4aa of the Act which states among other that:

throughout the entire process of selecting candidates to specific directorships in the company’s governing bodies, clear, neutrally formulated and unambiguous criteria should be applied in a non-discriminatory manner, taking into account of the candidates’ qualifications and the need to ensure gender balance;
the selection should be established before the process commencement;
candidates for the directorships in the company’s governing bodies are selected based on the comparative assessment of each candidate;
when choosing between equally qualified candidates for a specific directorship in the company’s governing body, the priority is given to the candidate of the underrepresented gender unless in exceptional cases the selection of the candidate of the other gender is justified by other vital diversity rules defined in legal regulations, based on objective and non-discriminatory criteria which take into account the candidate’s particular circumstances;
at the request of a candidate for a directorship, the company provides the candidate, in writing or in electronic form, with information on the criteria applied in the process of selecting a person for the relevant position, the comparative assessment and its justification, and, where a candidate belonging to the underrepresented gender was not selected, about the reasons for that decision as well as the qualifications of the candidate selected for that directorship;
the nearest general meeting should adopt a policy on gender balance, unless the rules for ensuring the gender balance on the company’s governing bodies have been included in other regulations adopted by the company.

Additionally, the Act states that each year the company produces a report on the gender representation in its governing bodies and measures taken to ensure the gender balance. Immediately after producing the report it is published at the company’s website. The first report will be produced and published by 31 October 2026.

Information about sanctions

The Bank also informs you that in accordance with Article 96e(2) of the Act, the Financial Supervision Authority may fine the company up to PLN 500,000 for non-performance or improper performance of obligations related to:

application of rules of selecting candidates to the Bank’s governing bodies specified in Article 90ge of the Act;
producing a report on the gender representation in its governing bodies and measures taken to ensure the gender balance in these bodies referred to in Article 90ge(1) of the Act.

Other information

Authorities
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General Meeting
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Corporate documents
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Financial statement
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Performance presentation
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Development strategy
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Rating agencies’ recommendations and analyses
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Current reports
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Calendar of important events for shareholders
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Records form meetings with investors
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Channels for investors’ communication with the Bank
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Mergers & Acquisitions
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Best practice Gender balance

Information on application of Best Practice for GPW Listed Companies 2021

Corporate Governance

Supervisory Board’s committees

Information on changes to share capital and all share dealings

Incentive programmes

Dividend policy

Questions asked by investors and answers provided

Equal pay index for women and men

Other announcements required by law

Structure of Erste Bank Polska Group

Calendar

Shareholders

49,00%

9,70%

5,01%

5,23%

31,06%

ESG Report

Diversity Policies / Gender balance

Gender balance in the bank’s goverining bodies

Other information

Authorities

General Meeting

Corporate documents

Financial statement

Performance presentation

Development strategy

Rating agencies’ recommendations and analyses

Current reports

Calendar of important events for shareholders

Records form meetings with investors

Channels for investors’ communication with the Bank

Mergers & Acquisitions

Best practice
Gender balance