PKO BANK POLSKI S.A. 
By Legal basis:
Article 56 Section 1 item 1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies of July 29, 2005 and § 5 Section 1 item 3 of the Ordinance of the Minister of Finance of February 19, 2009 on current and periodic information published by issuers of securities and on conditions under which such information may be recognized as being equivalent to information required by the regulations of law of a state which is not a member state (the "Ordinance")
Content of the report:
With reference to the current report No. 37/2013 of June 12, 2013 regarding the conclusion by PKO Bank Polski S.A. (the "Bank") and Nordea Bank AB (publ), a company registered in Sweden, of an agreement concerning the acquisition by 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"), the Bank would like to announce that in the process of preparations for the take-over and integration of the target companies a need has been identified to make amendments to certain provisions of and appendices to the Agreement and, therefore, on March 31, 2014 the Bank and Nordea Bank AB (publ) concluded an amendment to the Agreement (the "Amendment"). The most important modifications implemented in the Amendment include the following:
(i) deadlines have been extended for filing applications with relevant registry courts for the registration of the changed name of Nordea Polska Towarzystwo Ubezpieczeń na Życie S.A. and Nordea Usługi Finansowe sp. z o.o., and the commitment by Nordea Bank AB (publ) to conduct, at its own expense, certain actions related to the technical and operational preparation of the target companies for the integration with the Bank's capital group;
(ii) the obligation of Nordea Bank AB (publ) to transfer the software license specified in the Amendment to Nordea Polska Towarzystwo Ubezpieczeń na Życie S.A. no later than on the closing date; and
(iii) a mechanism has been implemented that will enable the parties to the Agreement to set a price per share for the shares of Nordea Bank Polska as rounded up to two decimal places (i.e. up to full 'groszy' amount), which may turn out to be necessary in relation to the sale of dematerialized shares of Nordea Bank Polska through Warsaw Stock Exchange systems.
Additionally, the parties to the Agreement confirmed in the Amendment that a mechanism stipulated in the Agreement has been used to extend until 1 April 2014 the subscription period in the tender offer for the sale of shares of Nordea Bank Polska announced by the Bank on December 3, 2013. The parties to the Agreement also confirmed that the expected date for a settlement through the National Depository for Securities of the acquisition of shares of Nordea Bank Polska by the Bank is April 4, 2014, if such a settlement is technically and operationally possible on that date.
With reference to the current report No. 24/2014 of March 29, 2014 regarding the determination of the adjusted purchase price of the shares of Nordea Bank Polska and Nordea Polska Towarzystwo Ubezpieczeń na Życie S.A. the Bank hereby informs that the per share price for the shares of Nordea Bank Polska, established on the basis of the mechanism introduced by the Amendment, referred to in item (iii) above, amounts to PLN 47.60 per one share of Nordea Bank Polska.
The Bank also informs that in connection with the rounding up of the price per share of one share of Nordea Bank Polska, an overpayment will occur in the amount of PLN 520 806.80, that will be returned by Nordea Bank AB (publ) to the Bank within 7 working days from the day on which the transaction of acquisition of shares in Nordea Bank Polska is settled.
The Agreement constitutes a "material agreement" within the meaning of the Ordinance as its value exceeds 10% of the Bank's equity.
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