UNOFFICIAL TRANSLATION

Management Board of Bank Polska Kasa Opieki Spółka Akcyjna with its registered office in Warsaw, address: 1 Żubra Street, 01-066 Warsaw, entered in the Register of Entrepreneurs kept by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, under KRS No. 0000014843, REGON No. 000010205, NIP No. 5260006841, with a fully 
paid-up share capital of PLN 262,470,034.00 (the “Bank”), acting pursuant to Article 539 § 1 and 2 and Article 540 of the Act of 15 September 2000 – Code of Commercial Partnerships and Companies (“CCC”), in conjunction with Article 402(1) § 1 of the CCC, notifies the shareholders for the first time of the planned demerger of Pekao Bank Hipoteczny Spółka Akcyjna with its registered office in Warsaw, address: 10A  Skierniewicka Street, 01-230 Warsaw, entered in the Register of Entrepreneurs kept by the District Court for the Capital City of Warsaw in Warsaw, 13th Commercial Division of the National Court Register, under KRS No. 0000027441, REGON No. 011183360, NIP No. 5271028697 (“Divided Company” or “PBH”), by transferring a part of the assets of the Divided Company to the Bank (“PBH Demerger”).

The PBH Demerger will be carried out pursuant to Article 529 § 1(4) of the CCC, i.e. by means of:
1.    the transfer to the Bank of part of PBH's assets (assets and liabilities) and PBH's rights and obligations in the form of an organised part of PBH's business, including, in particular, the following categories of loans:
(a)    mortgage loan, construction-mortgage loan and other loans granted by PBH to a natural person which, at any time after the signing of the loan agreement by PBH, were recorded by PBH as a loan in a currency other than PLN; 
(b)    a loan granted by PBH to an entrepreneur or civil partnership which, at any time after the signing of the loan agreement by PBH, were recorded by PBH as a loan in a currency other than PLN; 
(c)    a loan granted exclusively by PBH as the sole lender to a legal person or partnership which, at any time after the signing of the loan agreement by PBH, were recorded by PBH as a loan in a currency other than PLN, 
in respect of which any of the following criteria are met: (i) there is any outstanding indebtedness, (ii) the loan has been redeemed in whole or in part, (iii) the loan has been repaid, or (iv) a court judgment has been issued in relation to the loan declaring the loan agreement invalid, but there are outstanding claims on the part of the borrower or PBH,
and the following categories of loans that meet the criteria set out in Appendix 1 (Table 4b) of to the demerger plan agreed upon by the Management Boards of the Bank and PBH on 21 March 2025 (the “Demerger Plan”):
(d)    mortgage, construction-mortgage and other loans denominated in PLN granted by PBH to a natural persons, secured by a mortgage on a property with more than 50% of its area used for commercial purposes, with respect to which the debt remains outstanding,
(e)    a loan denominated in PLN granted by PBH to an entrepreneur or a civil partnership with respect to which the debt remains outstanding,
(f)    a loan denominated in PLN granted exclusively by PBH as the sole lender to a legal person or partnership with respect to which the debt remains outstanding,
(g)    a mortgage loan, a construction-mortgage loan and other loans denominated in PLN originally granted by PBH (loan agreement signed by PBH) to a natural person, with an identified value impairment premise as at the date of signing the Demerger Plan,
and the rights and obligations arising from the loans indicated above, as well as the rights and obligations arising from the invalidation of the loans indicated in (a)–(c) above, and other elements related to the servicing of these loans, 
constituting an organisationally and financially separate set of tangible and intangible assets, including liabilities, within the existing PBH business for the performance of tasks related to the loan servicing business indicated above, which could at the same time constitute a separate enterprise independently performing these tasks (the “Demerged Business”), the composition of which is set out in Appendix 1 to the Demerger Plan;

2.    leaving the remaining assets (assets and liabilities) and rights and obligations of PBH (i.e. excluding the Demerged Business) with PBH, in the form of an organised part of PBH's business, including, in particular, the following loans:
(a)    loans denominated in PLN granted by PBH to natural persons or receivables acquired by PBH from the Bank on account of loans granted to natural persons, other than those indicated in point 1 above;
(b)    loans denominated in EUR granted by PBH to entrepreneurs or receivables acquired by PBH from the Bank on account of loans granted to entrepreneurs where PBH is not the sole lender (syndicated loans);
(c)    loans granted by PBH to local authorities or receivables acquired by PBH from the Bank in respect of loans granted to local authorities,
and the rights and obligations arising from these loans, as well as other elements necessary for the servicing thereof, 
constituting an organisationally and financially separate set of tangible and intangible assets, including liabilities, within the existing PBH business, intended for the performance of tasks related to the business of the Divided Company, other than the Demerged Business, which at the same time may constitute a separate enterprise performing these tasks independently (the “Remaining Business”), 
whereby the Remaining Business, in addition to the loans indicated point 2 above, will include, in particular, the following assets for the performance of the Remaining Business: property, plant and equipment, IT systems and other intangible assets, cash, hedging derivative assets and liabilities, acquired securities (government bonds and bonds issued by local authorities), liabilities from the issue of covered bonds and bonds, liabilities from financing received, settlements with clients, settlements with employees, provisions, other assets and liabilities, including deferred tax and current tax, employees necessary to perform the tasks of the Remaining Business and the rights and obligations under contracts relating to the Remaining Business.

Pursuant to Article 550 of the CCC, due to the fact that the Bank is the sole shareholder of the Divided Company, no increase in the Bank’s share capital is envisaged in connection with the acquisition by the Bank of part of the Divided Company’s assets. Therefore, the Bank will not issue shares in exchange for the acquired assets of the Divided Company.

The Demerger Plan was announced pursuant to Article 535 § 3 of the CCC by publishing on the Bank's website under the tab "Demerger of Pekao Bank Hipoteczny S.A." at: https://www.pekao.com.pl/pekao-en/investors-relations/additional-documents/demerger-of-pekao-bank-hipoteczny-sa . 
Pursuant to Article 540 § 3(1) of the CCC, the Management Board of the Bank announces that until the closing date of the General Meeting of the Bank, the agenda of which will include the adoption of a resolution on the PBH Demerger, the shareholders may familiarise themselves with the following information via the Bank's website under the tab “Demerger of Pekao Bank Hipoteczny S.A.” at: https://www.pekao.com.pl/pekao-en/investors-relations/additional-documents/demerger-of-pekao-bank-hipoteczny-sa, i.e. the shareholders are made available in an electronic, printable version: 
1)    Demerger Plan (which also includes the information and documents referred to in Article 534 § 2 of the CCC, except for the statement referred to in Article 534 § 2(4) of the CCC with respect to the Bank, in relation to which no such statement is required); 
2)    the financial statements of the Bank and management reports on the Bank's activities for the last three financial years, together with audit reports; 
3)    financial statements of PBH and management reports on the PBH's activities for the last three financial years, together with audit reports;
4)    reports of the Management Boards of the Bank and PBH dated on 21 March 2025 justifying the PBH Demerger.

The Management Board of the Bank further explains that the expert's opinion on the examination of the Demerger Plan in terms of correctness and fairness, as referred to in Article 537 § 1 of the CCC, will be made available on the Bank's website under the tab “Demerger of Pekao Bank Hipoteczny S.A.” at: https://www.pekao.com.pl/pekao-en/investors-relations/additional-documents/demerger-of-pekao-bank-hipoteczny-sa immediately after it is prepared by an expert appointed by the competent registry court, in order to allow shareholders to review this opinion in accordance with Article 540 §3(1) of the CCC. Information on the possibility of becoming acquainted with the expert's opinion will be provided by means of a current report as a supplement to this notice.

The Management Board of the Bank hereby informs that the date of the General Meeting of the Bank, during which a resolution regarding the PBH Demerger will be considered, shall be announced in a separate current report issued in accordance with applicable legal regulations.

Legal basis: Article 539 § 1 and 2 and Article 540 in connection with Article 402(1) § 1 of the CCC and Article 56(1)(2)(a) of the Act of 29 July 2005 on public offerings and conditions for the introduction of financial instruments into the organised trading system and on public companies.