Report No. 47/2014

Legal basis:

Article 56 Section 1 Clause 2) of the Act of July 29, 2005 on public offering, conditions governing the introduction of financial instruments to organized trading and on public companies, in connection with Article 402 (1) § 1 of the Code of Commercial Companies (the “CCC”) and Article 504 of the CCC

Content of the Report:

The Management Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna (the “Bank”), acting pursuant to Article 504 of the CCC in connection with Article 402 (1) § 1 of the CCC, serves a second notice of the contemplated merger of the Bank with Nordea Bank Polska S.A. (“Nordea”) (the “Merger”).
The plan to merge the two companies by way of the transfer of all the assets of Nordea to the Bank (merger by acquisition) of May 14, 2014 (the “Merger Plan”) was published on May 20, 2014 in Monitor Sądowy i Gospodarczy No. 96/2014, item 6261, and, since May 14, 2014, it has been available on the web page of the Bank at:
http://www.pkobp.pl/pkobppl-en/investor-relations/current-reports/current-report-no-382014-execution-of-the-merger-plan-of-pko-bank-polski-sa-and-nordea-bank-polska-sa/
On the Bank’s web page (at: http://www.pkobp.pl/pkobppl-en/investor-relations/banks-merger/ ), shareholders may acquaint themselves with the documents referred to in Article 505 § 1 Clause 1-3 of the CCC, i.e.:
•    the Merger Plan;
•    financial statements and reports of the management boards on the activities of the Bank and of Nordea for the last three financial years, together with auditors’ opinions and reports; and
•    the documents referred to in Article 499 § 2 of the CCC, i.e., draft Merger resolutions, proposed amendments to the Bank’s Articles of Association and the valuation of Nordea’s assets.
In accordance with the information disclosed in Current Report No. 38/2014 of May 14, 2014, in view of the fact that the Bank is the sole shareholder of Nordea, in accordance with Article 516 § 6 of the CCC in connection 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 the Merger Plan will not be reviewed by an auditor, as referred to in Article 502 of the CCC.