2004-11-04

The text below is an unofficial translation of the report disclosed by PKO BP pursuant to the Polish Act on Public Trading in Securities of 21 August, 1997 (as amended). As Polish is the only official language in the Republic of Poland, PKO BP assumes only responsibility for the Polish language report. PKO BP assumes no responsibility for the report in its unofficial English translation. Legal basis: Article 81.1.1 of the Act - the Law on Public Trading in Securities (amended and restated: Dz. U. 2002, No. 9, item 447, as amended.) The report: The Management Board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna hereby informs that: 1. On November 3, 2004, the Selling Shareholder: (a) increased the final number of the Shares offered in the Domestic Institutional Investors Tranche by 42,000,000 Shares by realocating 22,000,000 Offer Shares from the Reserve Tranche and 20,000,000 Offer Shares from the International Institutional Investors Tranche; (b) as a result of the reallocation of the Shares referred to in section (a), established the final structure of the Public Offering, as provided in the table below:

 

Number of Shares

Percentage of share capital

Retail Investors Tranche, where

160,000,000

16%

    Retail Investor's Subtranche

104,188,322

10.4%

    Bank Customers Subtranche

55,811,678

5.6%

Domestic Institutional Investors Tranche

132,000,000

13.2%

International Institutional Investors Tranche

85,000,000

8.5%

Total number of the Offer Shares subject to the Public Offering

377,000,000

37.7%

The remaining 8,000,000 Offer Shares from the Reserve Tranche shall be designated for Bonus Shares that the individual investors will be entitled to acquire, the final number of which will depend on the satisfaction of the conditions for purchase of the Bonus Shares as provided in Chapter III, Section 2.8.6.1.3 and 2.8.6.2.4 of the Polish Prospectus; (c) made a preliminary allocation of the Offer Shares in the Domestic Institutional Investors Tranche and in the International Institutional Investors Tranche. 2. On November 3, 2004, the Selling Shareholder, the Bank, the Global Coordinator, HSBC Bank plc and ING Bank N.V. (London Branch) entered into the Pricing Supplement as referred to in the Underwriting Agreement dated October 21, 2004, as set forth in the Current Report No. 13/2004 of October 22, 2004. The execution of the Pricing Supplement constitutes one of the conditions precedent for the performance of the underwriters' obligations under the Underwriting Agreement. All the capitalised terms not otherwise defined herein shall have the meanings assigned thereto in the Prospectus relating to the shares of Powszechna Kasa Oszczędności Bank Polski S.A. Stabilisation/FSA THIS RELEASE DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SHARES OF PKO BANK POLSKI S.A. (THE "SHARES"), NOR SHALL IT (OR ANY PART OF IT) OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT THEREFOR. THE SHARES MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") UNLESS REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. THE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT. THE SECURITIES ARE OFFERED IN THE UNITED STATES ONLY PURSUANT TO RULE 144A UNDER THE SECURITIES ACT. THIS RELEASE IS BEING DISTRIBUTED IN THE UNITED KINGDOM ONLY TO (A) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 (THE ORDER) AND TO (B) PERSONS TO WHOM IT WOULD OTHERWISE BE LAWFUL TO DISTRIBUTE IT (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS RELEVANT PERSONS). THIS RELEASE IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS RELEASE RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.