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MESSAGE _ENGLISH VERSION_
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Current
Report No. 6/2026
Subject:
Permission obtained from the Polish Financial Supervision Authority to
buy-back treasury shares and commencement of the buy-back process
Legal
basis:
Article 17_1_ in conjunction with Article 5_1__a_ of Regulation _EU_ No
596/2014 of the European Parliament and of the Council of 16 April 2014
_Market Abuse Regulation or MAR_.
With
reference to the Bank's current reports No. 29/2022 of 7 November 2022,
30/2022 of 14 November 2022 and No. 24/2025 of 27 June 2025, the
Management Board of Bank Handlowy w Warszawie S.A. _"Bank"_,
announces that on March 2, 2026 the Bank received decision dated as of
February 27, 2026 of the
Polish Financial Supervision Authority in which the Bank was granted the
permission to buy-back treasury shares referred to in Article 77
paragraph 1, letter _a_ and Article 78 paragraph 1, letter _b_ of
Regulation _EU_ No. 575/2013 of the European Parliament and of the
Council of June 26, 2013 on prudential requirements for credit
institutions and amending Regulation _EU_ No. 648/2012, encompassing
the acquisition of own treasury shares by the Bank until February 27,
2027, in a number not exceeding 285,000 shares, for a total price not
exceeding PLN 30,000,000 _thirty million Polish Zloty_, for the purpose
of offering them by the Bank to:
1.
persons
whose professional activities have a material impact on the Bank's risk
profile within the meaning of Article 9ca Clause 1a of the Banking Law
of August 29, 1997, and
2.
selected
Bank employees other than persons whose professional activities have a
material impact on the Bank's risk profile.
Pursuant
to the rules set out in Article 5_1__a_ of MAR and Article 2 of the
Commission Delegated Regulation _EU_ 2016/1052 of 8 March 2016
supplementing Regulation _EU_ No. 596/2014 of the European Parliament
and of the Council with regard to regulatory technical standards for the
conditions applicable to buy-back programs and stabilization measures _"Delegated
Regulation 2016/1052"_, the Bank makes public the following
information regarding the Bank's buy-back of its treasury shares that
will apply, in particular, if the Bank's Management Board resolves to
buy-back treasury shares under the rules set out in Article 5 of MAR and
in the Delegated Regulation 2016/1052:
1_
the purpose of the buy-back of treasury shares in accordance with
Article 5_2_ of MAR - to meet obligations arising from share option
programs, or other allocations of shares, to employees or to members of
the administrative, management or supervisory bodies of the issuer
_purpose indicated in Article 5_2__c_ of MAR_;
2_
in accordance with the information contained in the permission of the
Polish Financial Supervision Authority, the price of the Bank's own
shares purchased by the Bank cannot exceed in total PLN 30,000,000 _thirty
million Polish zloty_;
3_
the maximum number of shares to be purchased - 285,000 _two hundred
eighty-five thousand_ treasury shares, on the date of this current
report representing 0.22% of the Bank's share capital and the total
number of votes at the Bank's General Meeting;
4_
the period for which the authorization for the program has been granted
_program period_ - to and including February 27, 2027,.
If the Bank's
Management Board decides to buy-back the Bank's treasury shares pursuant
to different rules than described above, in accordance with the
authorization granted by the Ordinary General Meeting in § 2 point 2 of
Resolution No. 33/2025 dated June 27, 2025 authorizing the Management
Board to buy-back treasury shares and create a capital reserve for the
Bank's treasury shares buy-back program, i.e. if it decides to buy-back
the Bank's treasury shares in any other manner, however always subject
to the relevant provisions of law, in particular by way of direct
buy-back of the Bank's treasury shares by the Bank, buy-back of the
Bank's treasury shares in any other manner, both in transactions
executed on the regulated market operated by the Warsaw Stock Exchange
or in transactions executed outside the regulated market, in particular
as a result of an invitation to tender addressed by the Bank to its
shareholders _other than a voluntary tender offer to subscribe for the
sale of the Bank shares within the meaning of Article 72a of the Act on
Public Offering and Conditions Governing the Introduction of Financial
Instruments to Organized Trading and Public Companies_, the Bank will
immediately report the acquisition of such treasury shares in such
manner, indicating in particular the number of treasury shares acquired
in a given manner, their unit price and total price, as well as the
manner of their acquisition by the Bank. If the Management Board decides
to buy-back treasury shares through an invitation to tender addressed by
the Bank to its shareholders _other than a voluntary tender offer_, the
Bank will announce its intention to do so by making public the contents
of the invitation distributed by the Bank among its shareholders.
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RB: Uzyskanie zezwolenia Komisji Nadzoru Finansowego na nabycie akcji własnych oraz rozpoczęcie
przez Bank nabywania akcji własnych
