Report No. 12/2014

Legal basis:

Paragraph 5 item 1 point 4 of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and on conditions under which such information may be recognised as being equivalent to information required by the regulations of law of a state which is not a member state.

Content of the report:

With reference to Current Report No. 37/2013 of 12 June 2013 on conclusion of an agreement with Nordea Bank AB (publ), a company registered in Sweden, concerning the acquisition by PKO Bank Polski S.A. (“Bank”, “Offeror”) of shares in Nordea Bank Polska S.A. (“Nordea Bank Polska”), Nordea Polska Towarzystwo Ubezpieczeń na Życie S.A. and Nordea Finance Polska S.A. (“Agreement”), the Bank announces that by 16 February 2014 it had not registered the fulfilment of the legal prerequisites specified in point 24 of the public tender offer for shares in Nordea Bank Polska (“Shares”) announced by the Offeror on 3 December 2013 (“Public Tender Offer”) and included in the same Public Tender Offer on the basis of the Agreement provision, i.e. by the aforementioned date a decision of the Polish Financial Supervision Authority (“PFSA”) had neither been issued nor delivered to the Bank which would confirm there was no objection to the acquisition by the Bank of Shares in a number resulting in exceeding a 50% stake in the share capital and the total number of votes at the general meeting of Nordea Bank Polska; and neither had the statutory deadline for delivery of PFSA’s decision objecting to such an acquisition passed.

Consequently, on the basis of paragraph 7 item 3 point 1 letter b of the Regulation of 19 October 2005 on Forms of Public Tender Offers for Acquisition or Exchange of Shares in Public Companies, Detailed Rules for their Announcement and Conditions of Purchase of Shares under Such Public Tender Offers (Polish Journal of Laws of 2005, No. 207, item 1729, as amended) and on the basis of point 11 of the Public Tender Offer and the Agreement, the Offeror having consulted with Nordea Bank AB (publ) resolved to extend the period for accepting subscriptions in the Public Tender Offer for Shares until 1 April 2014, inclusive.

The following deadlines specified in the Public Tender Offer are changed accordingly:

The Bank expects that the aforementioned legal prerequisites of the Public Tender Offer will be fulfilled by the 16th day of the last month of the extended period for acceptance of subscriptions in the Public Tender Offer, i.e. by 16 March 2014, which deadline can be extended one or more times until 21 April 2014 if the aforementioned legal prerequisites are not fulfilled within the expected time.

The Offeror abides by its intention to acquire all Shares once the prerequisites specified in the Public Tender Offer are fulfilled.