Report No. 38/2014

Legal basis:

§5 Section 1 Item 13 and § 19 Item 2 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 the current report of PKO Bank Polski S.A. (the “Bank”), No. 37/2014 of May 14, 2014 concerning a contemplated merger of the Bank and Nordea Bank Polska S.A. (“Nordea”) (the “Merger”), the Bank hereby announces that on May 14, 2014 the Management Board of the Bank and the Management Board of Nordea agreed and executed a merger plan for the Bank and Nordea, prepared pursuant to Article 498 an 499 of the Code of Commercial Companies (the “CCC”) (the “Merger Plan”).

The merger will be effected pursuant to Article 492 § 1 item 1 of the CCC, by way of transferring all property (assets and liabilities) of Nordea (the target company) to the Bank (the bidding company). As a result of the Merger, the Bank will assume all rights and obligations of Nordea, and Nordea will be unwound without liquidation proceedings, as of the date of registration of the Merger in the register appropriate for the with its registered office in of the Bank. The merged bank will conduct business under the name Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna.

Since the Bank (the bidding company) is the sole shareholder of Nordea (the target company):

• pursuant to Article 515 § 1 of the CCC the Merger will be effected without increasing the share capital of the Bank;
• pursuant to Article 516 § 6 of the CCC in conjunction with Article 516 § 5 of the CCC, the management boards of the merging companies will not prepare the written report referred to in Article 501 of the CCC; and
• pursuant to Article 516 § 6 of the CCC in conjunction with Article 516 § 5 of the CCC, the Merger Plan will not be reviewed by an auditor, as referred to in Article 502 of the CCC.

The completion of the Merger depends on:

• obtaining the permits and consents required by law in relation to the Merger, including a permit of the Polish Financial Supervision Authority (the “PFSA”) for the Merger, and a permit of the PFSA for the amendments to the Bank’s Articles of Association introduced in connection with the Merger;
• the adoption by the Bank’s General Meeting and the Nordea’s General Meeting of the resolutions regarding the Merger, in particular the resolutions: (a) approving the Merger Plan; and (b) approving the proposed amendments to the Bank’s Articles of Association introduced in connection with the Merger.

Having regard to the foregoing, the Bank publishes the Merger Plan with appendices attached to this report.