General Meeting

he Management Board of PKO Bank Polski SA (“the Bank”) hereby informs that on 23 July 2010 in response to the request for information filed on 23 July 2010 by the Shareholder of the Bank, the Minister of Treasury, in relation to the draft resolutions on distribution of profit and disbursement of dividend submitted by the Minister of Treasury – on providing the information by the Management Board on what influence will the adoption by the Ordinary General Meeting of resolution of distribution of profit and disbursement of dividend in the manner suggested by the Shareholder have on the Bank's standing, the Management Board of PKO Bank Polski SA acting pursuant to Article 428(6) of the Code of Commercial Partnerships and Companies, has provided the Minister of Treasury with the response as follows:

The response to the request for information by the Management Board on what influence will the adoption by the Ordinary General Meeting of resolution on distribution of profit and on disbursement of dividend in the manner suggested by the Shareholder have on the Bank's standing.

1. The disbursement of dividend in the amount suggested by the Shareholder, although higher than the amount suggested by the Management Board of the Bank, leaves the capital indexes of the Bank at a high, secure level – higher than supervisory standards and those predicted in the Bank's strategy (10–12%). It is worth noticing that the higher level of dividend will not have a negative impact on the Bank's capability to realize its strategy including further growth of the credit portfolio.

2. The conditional mode of the resolution on distribution of profit provides the Bank with additional time to conduct essential analyses related to the current market situation including the possible engagement in a potential process of taking control over another bank with its registered seat on the territory of the Republic of Poland, make relevant investment decisions, or a potential conclusion of a transaction.