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MESSAGE _ENGLISH VERSION_
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UNOFFICIAL TRANSLATION
03.10.2025 - Report 46/2025:
Demerger of Pekao Bank Hipoteczny Spółka Akcyjna, with Bank Pekao Spółka
Akcyjna as the acquiring company
In reference to current
reports No. 14/2025 dated 21 March 2025, No. 26/2025 dated 29 April
2025, No. 33/2025 dated 4 July 2025 and No. 40/2025 dated 3 September
2025, the 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"_, informs about the completion
of the 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"_
on 3 October 2025 _i.e. its registration by the competent registry
court_, by transferring a part of the assets of the Divided Company to
the Bank _"PBH Demerger"_.
The PBH Demerger was carried out pursuant to Article
529 § 1_4_ of the CCC, 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 _i.e. there have been settlements or other
agreements between the client and PBH in relation to the loan, providing
for the release of the client from the debt, in respect of part or all
of the principal, interest or costs_, _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 including also the following categories of loans
that meet the criteria set out in Appendix 1 _Table 4b_ to the PBH
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, includes, 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.
Legal basis: Article 539 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.
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RB: Dokonanie podziału Pekao Banku Hipotecznego Spółka Akcyjna, w ramach którego Bank
Pekao Spółka Akcyjna jest spółką przejmującą
