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 an acquisition by the Bank of shares of Nordea Bank Polska S.A. ("Nordea Bank Polska"; "Company"), Nordea Polska Towarzystwo Ubezpieczeń na Życie S.A. and Nordea Finance Polska S.A. (the "Agreement", the "Transaction"), the Bank would like to announce that with the conditions precedent for the Transaction having been satisfied, on April 1, 2014 the closing of the Transaction occurred ("Closing Date").
As part of the Transaction closing procedure Nordea Bank AB (publ) placed a subscription in response to tender offer announced on December 3, 2013 by the Bank (the "Tender Offer"), for the sale of all shares of Nordea Bank Polka held by it, that is 55,061,403 shares of Nordea Bank Polska, representing 99.21% of the share capital of Nordea Bank Polska, carrying the right to exercise 55,061,403 votes at the General Meeting of Nordea Bank Polska, constituting 99.21% of the total number of votes at the General Meeting of Nordea Bank Polska. Thus, the condition set forth in clauses 6 and 25 of the Tender Offer has been satisfied. The information on the total adjusted price and the per-share price at which the Bank purchased shares in Nordea Bank Polska was provided in current report No. 24/2014 of March 29, 2014 and in current report No. 25/2014 of March 31, 2014.
Additionally, on the Closing Date the Bank concluded with (i) Nordea Life Holding AB - an agreement concerning the sale of 1,725,329 shares of Nordea Polska Towarzystwo Ubezpieczeń na Życie S.A., with a nominal value of PLN 111.59 each, representing 100% of the share capital of Nordea Polska Towarzystwo Ubezpieczeń na Życie S.A. for a total price of PLN 184,636,248 and (ii) Nordea Rahoitus Suomi OY - an agreement concerning the sale of 4,100,000 shares of Nordea Finance Polska S.A., with a nominal value of PLN 1 each, representing 100% of the share capital of Nordea Finance Polska S.A. for a total price of PLN 8,000,000.
In pursuing the assumptions of the Transaction related to Nordea Bank AB (publ) Group (the "Nordea Group") continuing the financing of a portfolio of mortgage loans granted by Nordea Bank Polska ("Mortgage Portfolio"), on the Closing Date, based on an agreement concluded between the Bank and Nordea Bank AB (publ), Nordea Bank AB (publ) extended a credit facility to the Bank amounting to CHF 3,645,817,674 (three billion six hundred forty five million eight hundred seventeen thousand six hundred seventy four Swiss francs), EUR 465,413,882 (four hundred sixty five million four hundred thirteen thousand eight hundred eighty two euro) and USD 3,724,629 (three million seven hundred twenty four thousand six hundred twenty nine US dollars) for a period no longer than seven (7) years, with a three-year repayment suspension period (the "Credit Facility"). The Credit Facility is to be secured with a transfer for security of certain receivables related to the Mortgage Portfolio made by Nordea Bank Polska in favor of Nordea Bank AB Spółka Akcyjna Oddział w Polsce or directly to Nordea Bank AB (publ). The average effective margin over the maximum crediting period under the Credit Facility is 63 base points above the relevant reference rate. The Credit Facility does not involve any commissions related to the granting of the financing. The disbursement by Nordea Bank AB (publ) of the loan under the Credit Facility is conditioned on the Bank purchasing 55,061,403 shares in Nordea Bank Polska and obtaining instructions from Nordea Bank Polska, based on which the funds which Nordea Bank Polska will receive from the Push-Down Facility (defined below) will be used to repay the debt of Nordea Bank Polska to the Nordea Group.
Pursuant to a loan agreement concluded on the Closing Date the Bank will transfer funds received under the Credit Facility to Nordea Bank Polska in the form of a push-down facility in amounts of up to: CHF 3,645,817,674 (three billion six hundred forty five million eight hundred seventeen thousand six hundred seventy four Swiss francs), EUR 465,413,882 (four hundred sixty five million four hundred thirteen thousand eight hundred eighty two euro) and USD 3,724,629 (three million seven hundred twenty four thousand six hundred twenty nine US dollars) for a period no longer than seven (7) years, with a three-year repayment suspension period (the "Push-Down Facility"). Thus the condition for referred to in clause 25 of the Tender Offer has been satisfied. The Push-Down Facility is unsecured. The financial terms of the Push-Down Facility (margin, commission) are set at arm's length. The disbursement by the Bank of the loan under the Push-Down Facility is conditioned on the Bank purchasing 55,061,403 shares in Nordea Bank Polska and obtaining instructions from Nordea Bank Polska, based on which the funds which Nordea Bank Polska will receive from the Push-Down Facility will be used to repay the debt of Nordea Bank Polska to the Nordea Group.
Pursuant to the provisions of the Agreement which require the Nordea Group to participate in the default risk of the Mortgage Portfolio, on the Closing Date the Bank and Nordea Bank AB (publ) concluded a special indemnity agreement (the "Special Indemnity Agreement"), according to which Nordea Bank AB (publ) will cover, for a period of four (4) year following the Closing Date, 50% of the excess of the Mortgage Portfolio cost of risk excess over the annual cost of risk set at 40 base points for each year of the said four-year contract period of the Special Indemnity Agreement.
Additionally, on the Closing Date the Bank and Nordea Bank AB (publ) concluded a purchase agreement regarding so-called "Swedish portfolio assets", i.e. receivables under facilities, loans and bonds granted by Nordea Bank AB (publ) or other Nordea Group members to corporate customers (the "Swedish Portfolio"). Pursuant to the agreement, the Swedish Portfolio sold on the Closing Date exclude: (i) the assets that had remaining maturity period on the Closing Date shorter than 12 months; (ii) the assets which had been repaid, prepaid or fully cancelled by the client between the date of the Agreement (i.e. June 12, 2013) and the Closing Date; and (iii) the assets which could not be transferred without client's or third party's consent and such consent had not been obtained. The aggregate sale price of the Swedish Portfolio was the sum of PLN 718,810,943; USD 120,198,929; EUR 136,043,652 and CZK 459,167,127. According to data available as at the date of this current report the book value of the assets acquired under the agreement for the purchase of the Swedish Portfolio converted into PLN is PLN 1,726,453,926.
On the Closing Date the Bank acquired, free of charge, certain subscription warrants authorizing the Bank to take up 8,335,100 ordinary registered Series N shares with a nominal value of PLN 5 each, representing in aggregate 13.1% of the Nordea Bank Polska share capital and carrying the right to exercise 8,335,100 votes at the General Meeting of the Company, constituting 13.1% of the total number of votes at the General Meeting of the Company (the "New Shares"). Also, the Bank made a statement on the take up of the New Shares. The New Shares will be issued to the Bank after the Tender Offer has been settled.
There are no relationships between the Bank, members of its management and persons supervising the Bank and Nordea Bank AB (publ) or members of its management.
The Transaction is funded from the Bank's profits and its existing capital.
The assets acquired by the Bank on the Closing Date constitute "assets of significant value" as defined in the Ordinance, as their value exceeds 10% of the Bank's equity.
The agreements concluded by the Bank on the Closing Date constitute "material agreements" within the meaning of the Ordinance because their value exceeds 10% of the Bank's equity.
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