NOT SUBJECT TO DISTRIBUTION, DIRECTLY OR INDIRECTLY, WITHIN THE TERRITORY OF OR TO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN. Legal basis: Article 56, section 1.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies The report: The management board of Powszechna Kasa Oszczędności Bank Polski Spółka Akcyjna (the “Bank”) informs that on 18 July 2011 an application was filed with the Polish Financial Supervision Authority for approval of the Bank’s prospectus prepared in connection with the public offering of the sale of up to 190,602,731 of the Bank’s shares (i.e. up to 15% of the Bank’s share capital) and the request for admission and introduction of 197,500,000 series A shares of the Bank to trading on the main market operated by the Warsaw Stock Exchange. According to the filed prospectus the Bank’s shareholders – Bank Gospodarstwa Krajowego and the State Treasury – will offer up to 165,602,731 ordinary bearer series A and D shares in the Bank having the nominal value of PLN 1.00 each (i.e. up to 13% of the Bank’s share capital), provided that Bank Gospodarstwa Krajowego will offer up to 128,102,731 ordinary bearer series D shares (i.e. 10.25% of the Bank’s share capital), while the State Treasury will offer up to 37,500,000 ordinary bearer series A shares (i.e. 3% of the Bank’s share capital). No later than on the date of establishment of the share sale prices and the final number of the shares offered in the offering, the State Treasury may make a decision to offer an additional 25,000,000 ordinary bearer series A shares (i.e. 2% of the Bank’s share capital). In light of the above, the maximum number of the sale shares in the public offering may amount to 190,602,731 ordinary bearer shares having the nominal value of PLN 1.00 each (i.e. 15.25% of the Bank’s share capital). Simultaneously, the Bank informs that the application and the prospectus cover admission to trading on the regulated market of up to 197,500,000 ordinary bearer series A shares having the nominal value of PLN 1.00 each. Prior to the conduct of the public offering as well as admission and introduction of ordinary series A shares in the Bank to trading on the main market operated by the Warsaw Stock Exchange, 197,500,000 ordinary registered series A shares in the Bank will be converted into ordinary bearer series A shares in accordance with the resolutions No. 25/2011 and 26/2011 of the Ordinary General Meeting of the Bank dated 30 June 2011. This material has been prepared in accordance with the requirements of Article 56, section 1 of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies dated 29 July 2005 and is for information purposes only and under no circumstances may be regarded as an offer of purchase of securities of Powszechna Kasa Oszczędności Bank Polski S.A. (the “Bank”). The Prospectus made in relation to the admission and introduction to trading on the Warsaw Stock Exchange (“WSE”) (the “Prospectus”) will constitute the only legally binding offering document containing information about the Bank and the public offering of the Bank’s securities in Poland (the “Offering”). The Bank will be free to conduct the Offering once the Prospectus has been approved by the Polish Financial Supervision Authority, the authority that oversees the capital market in Poland, and published. In connection to the offering and the application for admission and introduction of the Bank’s securities to trading on the WSE, the Bank will make the Prospectus available on its website (www.pkobp.pl) and on the website of the Offering Agent, Dom Maklerski PKO Banku Polskiego (www.dm.pkobp.pl). These materials are not for distribution, directly or indirectly, in or into the United States, or in other countries where the public dissemination of the information contained herein may be restricted or prohibited by law. The securities referred to in these materials have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.
