Resolution of the Ordinary General Meeting

UNOFFICIAL TRANSLATION

11.06.2021 - Report 21/2021: Resolution of the Ordinary General Meeting of Bank Polska Kasa Opieki Spółka Akcyjna on the distribution of profit of the Bank for the year 2020

Legal basis:

Article 56 Section 1 point 2 of the Offering Act - current and periodic information

Contents of the report:

Bank Polska Kasa Opieki Spółka Akcyjna (the "Bank") hereby informs that on 11 June 2021 the Ordinary General Meeting of the Bank adopted the resolution on the distribution of profit of the Bank for the year 2020 (the "Resolution on the Distribution of Profit"). The Resolution on the Distribution of Profit provides that the distribution of the Bank's net profit for 2020 will take place in one of four manners, depending on the fulfilment or non-fulfilment of individual dividend payment conditions (the "Dividend Payment Conditions"), making the payment of the dividend conditional on: (i) the position of the Polish Financial Supervision Authority (the "PFSA") regarding the dividend policy of commercial banks in the second half of 2021 (the: "PFSA's Position") and the supervisory recommendation of the PFSA regarding the Bank's dividend policy in the second half of 2021 (the: "PFSA's Recommendation").

Dividend Payment Conditions

The Resolution on the Distribution of Profit defines three Dividend Payment Conditions:

1) 75% Dividend Payment Condition - the condition will be met if the PFSA's Position and the PFSA's Recommendation will allow to allocate to dividend - from the Bank's net profit for 2020 - at least the amount of PLN 842,528,809.14 (in words: eight hundred and forty two million five hundred and twenty eight thousand eight hundred and nine zlotys 14/100), that is at least 74.8% of the Bank's net profit for 2020;

2) 50% Dividend Payment Condition - the condition will be met if the PFSA's Position and the PFSA's Recommendation will allow to allocate to dividend - from the Bank's net profit for 2020 - at least the amount of PLN 561,685,872.76 (in words: five hundred and sixty one million six hundred and eighty five thousand eight hundred and seventy two zlotys 76/100), that is at least 49.9% of the Bank's net profit for 2020, but lower than the amount of PLN 842,528,809.14 (in words: eight hundred and forty two million five hundred and twenty eight thousand eight hundred and nine zlotys 14/100), that is lower than 74.8% of the Bank's net profit for 2020;

3) 25% Dividend Payment Condition - the condition will be met if the PFSA's Position and the PFSA's Recommendation will allow to allocate to dividend - from the Bank's net profit for 2020 - at least the amount of PLN 280,842,936.38 (in words: two hundred eighty million eight hundred forty two thousand nine hundred and thirty six zlotys 38/100), that is at least 24.9% of the Bank's net profit for 2020, but lower than the amount of PLN 561,685,872.76 (in words: five hundred and sixty one million six hundred and eighty five thousand eight hundred and seventy two zlotys 76/100), that is lower than 49.9% of the Bank's net profit for 2020.

Manners of Bank's 2020 net profit distribution

I. Provided that the 75% Dividend Payment Condition is met the Bank's net profit for 2020 in the amount of PLN 1,126,424,269.10 (in words: one billion one hundred twenty six million four hundred twenty four thousand two hundred sixty nine zlotys 10/100) will be distributed is the following manner:

1) 74.8% of the Bank's net profit for 2020, i.e. the amount of PLN 842,528,809.14 (in words: eight hundred and forty two million five hundred and twenty eight thousand eight hundred and nine zlotys 14/100), shall be allocated to dividend;

2) the amount of PLN 283,895,459.96 (in words: two hundred and eighty three million eight hundred and ninety five thousand four hundred and fifty nine zlotys, 96/100) shall be allocated to the reserve capital.

Provided that the 75% Dividend Payment Condition is met, the amount of the dividend per share shall be PLN 3.21 (in words: three zlotys 21/100) gross.

II. Provided that the 50% Dividend Payment Condition is met the Bank's net profit for 2020 in the amount of PLN 1,126,424,269.10 (in words: one billion one hundred twenty six million four hundred twenty four thousand two hundred sixty nine zlotys 10/100) will be distributed is the following manner:

1) 49.9% of the Bank's net profit for 2020, i.e. the amount of PLN 561,685,872.76 (in words: five hundred and sixty one million six hundred and eighty five thousand eight hundred and seventy two zlotys 76/100), shall be allocated to dividend;

2) the amount of PLN 283,895,459.96 (in words: two hundred and eighty three million eight hundred and ninety five thousand four hundred and fifty nine zlotys 96/100) shall be allocated to the reserve capital;

3) the remaining part of the Bank's net profit for 2020 in the amount of PLN 280,842,936.38 (in words: two hundred eighty million eight hundred forty two thousand nine hundred thirty six zlotys 38/100) shall be left undistributed.

Provided that the 50% Dividend Payment Condition is met, the amount of the dividend per share shall be PLN 2.14 (in words: two zlotys 14/100) gross.

III. Provided that the 25% Dividend Payment Condition is met the Bank's net profit for 2020 in the amount of PLN 1,126,424,269.10 (in words: one billion one hundred twenty six million four hundred twenty four thousand two hundred sixty nine zlotys 10/100) will be distributed is the following manner:

1) 24.9% of the Bank's net profit for 2020, i.e. the amount of PLN 280,842,936.38 (in words: two hundred eighty million eight hundred forty two thousand nine hundred and thirty six zlotys 38/100), shall be allocated to dividend;

2) the amount of PLN 283,895,459.96 (in words: two hundred and eighty three million eight hundred and ninety five thousand four hundred and fifty nine zlotys 96/100) shall be allocated to the reserve capital;

3) the remaining part of the Bank's net profit for 2020 in the amount of PLN 561,685,872.76 (in words: five hundred and sixty one million six hundred and eighty five thousand eight hundred and seventy two zlotys 76/100) shall be left undistributed.

Provided that the 25% Dividend Payment Condition is met, the amount of the dividend per share shall be PLN 1.07 (in words: one zloty 7/100) gross.

IV. If none of the Dividend Payment Conditions are met (that is: 75% Dividend Payment Condition, 50% Dividend Payment Condition and 25% Dividend Payment Condition) the Bank's net profit for 2020 in the amount of PLN 1,126,424,269.10 (in words: one billion one hundred twenty six million four hundred twenty four thousand two hundred sixty nine zlotys 10/100) will be distributed is the following manner:

1) the amount of PLN 283,895,459.96 (in words: two hundred and eighty three million eight hundred and ninety five thousand four hundred and fifty nine zlotys 96/100) shall be allocated to the reserve capital;

2) the remaining part of the Bank's net profit for 2020 in the amount of PLN 842,528,809.14 (in words: eight hundred and forty two million five hundred and twenty eight thousand eight hundred and nine zlotys 14/100) shall be left undistributed.

Confirmation of the fulfilment or non-fulfilment of individual Dividend Payment Conditions

According to the Resolution on the Distribution of Profit the Management Board of the Bank will adopt a resolution on the fulfilment or non-fulfilment of the individual Dividend Payment Conditions at the latest on 2 September 2021, and if the PFSA's Position and the PFSA's Recommendation are not issued by 31 August 2021 (inclusive) none of the Dividend Payment Conditions are met.

As provided in the Resolution on the Distribution of Profit the Bank immediately after adopting by the Management Board of the Bank the resolution on the fulfilment or non-fulfilment of the individual Dividend Payment Conditions will inform about its content in the form of a current report.

The dividend record day, the dividend payout date and the number of shares entitled to dividend

Provided that any of the Dividend Payment Conditions is met:

1) the date of the dividend record day is September 10, 2021;

2) the dividend payout date is September 29, 2021;

3) all shares issued by the Bank shall be entitled to dividend, that is 262 470 034 (in words: two hundred sixty two million four hundred seventy thousand thirty four) shares.

Legal Basis:

§ 19 section 2 of the Regulation of the Minister of Finance of 29 March 2018 concerning current and periodical information published by issuers of securities and terms of recognizing as equivalent information required by laws of a non-Member State (Journal of Laws 2018 item 757).