Report No. 82/2013

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

Content of the report:

With reference to Current Report No. 37/2013 of 12 June 2013 on concluding a significant agreement with Nordea Bank AB (publ), a company registered in Sweden, concerning the acquisition by PKO Bank Polski S.A. (the “Bank”) 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. (the “Agreement”), Current Report No. 40/2013 of 19 June 2013 on the Bank’s announcement on that date of a public tender offer for shares in Nordea Bank Polska (“Shares”, “Public Tender Offer”), and Current Report No. 79/2013 of 17 November 2013, the Bank makes it known that the prerequisites specified in pt. 25 (i) and (iii) of the Public Tender Offer were not fulfilled by the day on which the share subscription under the Public Tender Offer ended, i.e. by 25 November 2013. By the aforementioned day, subscriptions had not been submitted for the minimum number of Shares stated in pt. 6 of the Public Tender Offer, i.e. for at least 55,061,403 Shares (the prerequisite specified in pt. 25 (i) of the Public Tender Offer). Moreover, by 25 November 2013 no credit agreement had been concluded between Nordea Bank Polska and the Bank ensuring the refinancing of credits granted by Nordea Bank Polska to retail clients in CHF, EUR or USD and secured by mortgages on the clients’ properties (the condition specified in pt. 25 (iii) of the Public Tender Offer). Additionally, in Current Report No. 79/2013 of 17 November 2013, the Bank made known the non-fulfilment of the prerequisite specified in the Public Tender Offer in the form of a decision issued by the Polish Financial Supervision Authority (“PFSA”) confirming that there is no objection to the acquisition by the Bank the Shares in a number resulting in exceeding a 50 per cent stake in the share capital and the total number of votes at the general meeting of Nordea Bank Polska or the lapse of the statutory deadline for delivering a decision containing the PFSA’s objection to such acquisition. The Bank did not make a decision on acquiring the Shares despite the non-fulfilment of the aforementioned prerequisites (conditions precedent).

As was stated in Current Report No. 79/2013 of 17 November 2013, the Bank decided not to extend the deadline for accepting subscriptions for Shares in the Public Tender Offer after 25 November 2013. Consequently, the Public Tender Offer expired on 25 November 2013. The Bank maintains its intention to announce, within 10 business days from the expiry of the subscription period for Shares under the Public Tender Offer, a repeated public tender offer for Shares representing 100 per cent of shares in the share capital and the total number of votes at the general meeting of Nordea Bank Polska.