PKO BANK POLSKI S.A. 
By Legal basis:
§ 5 Section 1 items 1 and 4 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:
PKO Bank Polski S.A. (the "Bank") hereby announces that on April 4, 2014 it acquired shares of Nordea Bank Polska S.A. (the "Company"), covered by subscriptions placed in a tender offer for the sale of shares of the Company announced by the Bank on December 3, 2013 (the "Tender Offer"), that is:
(i) 21,780,000 non-dematerialized ordinary registered shares of the Company with a nominal value of PLN 5 each, representing in aggregate 34.12% of the Company's share capital (after the delivery of the New Shares defined below) and carrying the right to exercise 21,780,000 votes at the General Meeting of the Company, constituting 34.12% of the total number of votes at the General Meeting of the Company; and
(ii) 33,601,292 dematerialized ordinary bearer shares of the Company with a nominal value of PLN 5 each, representing in aggregate 52.64% of the Company's share capital (after the delivery of the New Shares defined below) and carrying the right to exercise 33,601,292 votes at the General Meeting of the Company, constituting 52.64% of the total number of votes at the General Meeting of the Company (the "Shares").
Pursuant to information presented in current report No. 26/2014 of April 1, 2014, Nordea Bank AB (publ) placed a subscription regarding 55,061,403 shares of the Company within the Tender Offer. Additionally, minority shareholders of the Company placed subscription within the Tender Offer regarding in total 319,889 shares of the Company.
The total purchase price for the Shares was PLN 2,636,274,255.91. The acquisition of the Shares was funded from the Bank's profits and its existing capital. The purpose of the acquisition of the Shares is to merge the Company with the Bank by way of transferring all its assets to the Bank (merger by incorporation).
Pursuant to information presented in current report No. 25/2014 of March 31, 2014 the Bank also informs that in connection with the rounding up of the price per share of one share of the Company, an overpayment occurred 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 the Company is settled.
Additionally, as a result of exercising on April 4, 2014 rights under subscription warrants acquired by the Bank on April 1, 2014, announced by the Bank in its current report No. 26/2014 of April 1, 2014, the Company issued to the Bank 8,335,100 ordinary registered Series N shares with a nominal value of PLN 5 each, representing in aggregate 13.06% of the Company's share capital and carrying the right to exercise 8,335,100 votes at the General Meeting of the Company, constituting 13.06% of the total number of votes at the General Meeting of the Company (the "New Shares").
The total purchase price of the New Shares was PLN 400,001,449. The acquisition of the New Shares was funded from the Bank's profits and its existing capital. The total book value of the Shares and New Shares in the books of the Bank amounts to PLN 3,035,754,898.11.
Within the abovementioned transaction the Bank acquired in total 63,716,392 ordinary shares of the Company with a nominal value of PLN 5 each, representing in aggregate 99.82% of the Company's share capital and carrying the right to exercise 63,716,392 votes at the General Meeting of the Company, constituting 99.82% of the total number of votes at the General Meeting of the Company.
Additionally, with reference to the current report No. 26/2014 of April 1, 2014, the Bank hereby informs that in connection with the receipt from the Company of an instruction, according to which the funds that the Company is to receive from the Push-Down Facility are to be designated for the repayment of the Company's debt towards the Nordea Bank AB (publ) capital group and acquisition by the Bank 55,061,403 shares of the Company, the conditions for the payment of funds from the Credit Facility and Push-Down Facility were satisfied.
The Credit Facility and Push-Down Facility were defined and described in the current report No. 26/2014 of April 1, 2014.
There are no relationships between the Bank and any of the persons managing or supervising the Bank and Nordea Bank AB (publ) and any of the persons managing or supervising Nordea Bank AB (publ).
There are the following relationships between the Bank and persons managing or supervising the Bank and the Company: the members of the management board of the Bank: Zbigniew Jagiełło, Jakub Papierski, Bartosz Drabikowski and Piotr Alicki, as well as Paweł Borys and Jarosław Orlikowski, exercising functions of the Bank's proxy, are simultaneously members of the supervisory board of the Company.
The assets constitute "assets of significant value" as defined in the Ordinance, as their value exceeds 10% of the Bank's equity.
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