Report No. 84/2013

Legal basis:

Article 56 par. 1 pt. 1 of the Act on Public Offerings and the Conditions for Introducing Financial Instruments to the Organised Trading System and on Public Companies of 29 July 2005

The report:

With reference to Current Reports No. 79/2013 of 17 November 2013 and  No. 82/2013 of 26 November 2013, the Management Board of PKO Bank Polski S.A. (“Bank”) hereby announces that on 3 December 2013, the Bank submitted – through Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna Oddział – Dom Maklerski PKO Banku Polskiego – to the Polish Financial Supervision Authority, the Warsaw Stock Exchange and the Polish Press Agency (“PAP”), in accordance with the requirements of the Act on Public Offerings and the Conditions for Introducing Financial Instruments to the Organised Trading System and on Public Companies of 29 July 2005 (“Act on Public Offerings”) as well as the Regulation of the Minister of Finance on Forms of Public Tender Offers for the Subscription or Exchange of Shares in Public Companies, Detailed Rules for their Announcement and Conditions of Purchase of Shares under Such Public Tender Offers of 19 October 2005, the content of the public tender offer for the sale of 55,498,700 shares in Nordea Bank Polska S.A. with its registered office in Gdynia (“Nordea Bank Polska”) representing 100 per cent of the votes at the General Meeting of Shareholders of that entity (the “Public Tender Offer”).

The Public Tender Offer was announced pursuant to Article 74 par. 1 of the Act on Public Offerings in connection with the agreement relating to the acquisition by the Bank of 99.21 per cent of the shares in Nordea Bank Polska from Nordea Bank AB (publ) (“Framework Agreement”), concerning the conclusion of which the Bank provided information in Current Report No. 37/2013 of 12 June 2013. The Public Tender Offer is the second public tender offer announced with the aim of implementing the provisions of the Framework Agreement. The first public tender offer for shares in Nordea Bank Polska S.A. was announced by the Bank on 19 June 2013, as was stated in Current Report No. 40/2013 of 19 June 2013 (“First Public Tender Offer”). In connection with the non-fulfilment of the prerequisites (conditions precedent) specified in the First Public Tender Offer by the assumed deadline, the Bank did not acquire shares in Nordea Bank Polska under the First Public Tender Offer. In Current Reports No. 79/2013 of 17 November 2013 and No. 82/2013 of 26 November 2013, the Bank provided information about its intention to announce a repeated public tender offer for all remaining shares in Nordea Bank Polska. This intention has been fulfilled in the form of announcing the Public Tender Offer referred to in the present report.