COMPLETION OF THE DIVISION OF CDM

30 August 2019

SUBJECT:

COMPLETION OF THE DIVISION OF CENTRALNY DOM MAKLERSKI PEKAO S.A.

Current Report No.  25/2019

Reference is made to the current report No. 5/2019 of 27 February 2019, No. 7/2019 of 29 March 2019 and No.  9/2019 of 15 April 2019. The management board of Bank Polska Kasa Opieki Spółka Akcyjna with its registered office in Warsaw, postal address: ul. Grzybowska 53/57, 00-950 Warsaw, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XII Commercial Division of the National Court Register, under KRS No. 0000014843, NIP: 526-00-06-841, with a share capital and paid-up capital of PLN 262,470,034 (the "Bank"), hereby gives notice of the completed division of Centralny Dom Maklerski Pekao S.A. with its registered office in Warsaw, postal address: ul. Wołoska 18, 02-675 Warsaw, entered in the Register of Business Entities kept by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register, under KRS No. 0000024477 ("CDM" or  the "Company Being Divided")(the "CDM Division").

The CDM Division was effected in accordance with the procedure specified in Art. 529 § 1.1 of the CCC, i.e. through:

1.     a transfer to the Bank of a part of the assets and liabilities and the rights and obligations of the Company Being Divided in the form of an organised part of the enterprise of CDM connected with the provision of brokerage services (the "Brokerage Business"); and

2.     a transfer to Centrum Bankowości Bezpośredniej sp. z o.o. with its registered office in Krakow, entered in the Register of Business Entities maintained by the District Court for Krakow-Śródmieście, XI Commercial Division of the National Court Register, under KRS No. 0000030709, of a part of the assets and liabilities and the rights and obligations of the Company Being Divided in the form of an organised part of the enterprise of CDM connected with the provision of call center services (the "Call Center Business").

The management board of the Bank hereby notifies that, on 30 August 2019, it learned of the striking off of CDM from the National Court Register on 30 August 2019 by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register. Consequently, pursuant to Art. 530 § 1 of the Commercial Companies Code, the Company Being Divided was wound up without going into liquidation on the date on which it was struck off the National Court Register and, in accordance with Article 531 § 1 of the Commercial Companies Code, the CDM Division has become legally effective.

Legal basis:

Art. 539 §1 and 2 of the Act of 15 September 2000 - the Commercial Companies Code (Journal of Laws of 2019, item 505, as amended), in connection with Article 402(1) of the Commercial Companies Code and Article 56 section 1.2 of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005 (consolidated text: Journal of Laws of 2019, item 623, as amended).