Report No. 37/2014

Legal basis:

§5 Section 1 Item 13 and § 19 Item 1 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:

PKO Bank Polski S.A. (the „Bank”) announces its intention to merge with its wholly-owned subsidiary Nordea Bank Polska S.A. (“Nordea”).

The merger will be effected pursuant to Article 492 § 1 item 1 of the Code of Commercial Companies by way of transferring all property of Nordea (the target company) to the Bank (the bidding company), that is by way of take-over (the “Merger”).

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.

The purpose of the contemplated Merger is to reinforce the Bank’s position as a leader of the Polish banking sector, broaden distribution channels and improve the quality of services. The merger should significantly improve the Bank’s position in the segment of affluent retail clients, upgrade its competencies in the corporate banking segment and translate to an increase of the bancassurance business. The merger of the banks will trigger synergy effects, both operational, resulting from the elimination of redundant processes and optimization of activity, and financial, resulting from higher effectiveness brought about by effects of scale, higher profitability of products and services and, most importantly, contributing to the market position. Additionally, after the merger the Bank will be able to offer to its own clients and those of Nordea a broader gamut of products and services, as well as their improved availability.

The Bank is the largest commercial bank in Poland and a leading bank on the Polish market in terms of the scale of business, equity, loans, deposits, number of clients and the size of the distribution network. It is also one of the oldest financial institution still operating in Poland.

In addition to strictly banking activities, the Bank also engages in brokerage business and, through its subsidiaries, provides specialized financial services, such as leasing, factoring, investment funds and pension funds. Moreover, the Bank’s group conducts investment, development and collection activities, and in 2013 it also provided card handling and settlements.

At the end of 2013 the balance sheet amount of the Bank was PLN 196.3 billion, its equity totaled to PLN 25.1 billion. The Bank’s 2013 net profit was PLN 3.2 billon. In 2013 the Bank provided services to 8.4 million clients in the retail segment and 12.4 thousand clients in the corporate segment. The Bank is one of the largest employers in Poland with 24.4 thousand employees as at the end of 2013.

Nordea offers a wide range of banking services to retail and institutional clients, as provided in its Articles of Association. As a part of its lending and deposit activity, Nordea offers services to businesses, individuals and quasi-governments.

At the end of 2013 the balance sheet amount of Nordea was PLN 32.9 billion, its equity totaled to PLN 2.3 billion and the 2013 net profit was PLN 59.6 million. As at the end of 2013 Nordea had 2.0 thousand employees.