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Bank Millennium S.A. M&A Activity 2021

Aug 10, 2021

5525_rns_2021-08-10_bd2e1b19-c073-4b43-bf81-c37970ebc4db.html

M&A Activity

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Bank Millennium S.A.

Date: 10th August 2021

Current Report No. 26/2021

Subject: Supplement to the first notification of the proposed demergerof Millennium Dom Maklerski S.A., where Bank Millennium S.A. is one ofthe acquiring entities

Further to current report No. 16/2021 dated 10 May 2021, the ManagementBoard of Bank Millennium S.A. (the ‘Bank'), acting pursuant to Article539 §1 and 2 and Article 540 of the Commercial Companies Code (the‘CCC'), in conjunction with Article 4021 of the CCC, hereby provides itsshareholders with a supplement to the first notification about theproposed demerger of Millennium Dom Maklerski S.A. (the ‘DemergedCompany' or ‘MDM'), (the ‘MDM Division'), and announces that theshareholders of the Bank may review the opinion of the statutory auditorfrom the audit of the division plan of MDM signed on 10 May 2021 (the‘MDM Demerger') in terms of its correctness and accuracy. The opinion ofthe statutory auditor from the audit of the MDM Demerger Plan isavailable on the Bank's website:https://www.bankmillennium.pl/en/mdm_demerger_plan

Further to current report No. 16/2021 dated 10 May 2021, the ManagementBoard of the Bank announces the following information again and therebynotifies of the MDM Demerger.

The MDM Demerger will be effected in accordance with the procedurespecified in Article 529 § 1.4 of the CCC, i.e. through:

a) a transfer to the Bank of a part of the property (assets andliabilities) and the rights and obligations of the Demerged Company inthe form of an organised part of the enterprise of MDM connected withthe provision of brokerage services (the ‘Brokerage Business'); andb)the retaining by MDM of a part of the property (assets and liabilities)and the rights and obligations of the Demerged Company in the form of anorganised part of the enterprise of MDM connected with the remainingbusiness activity (the ‘Non-Regulated Business').TheBank's share capital will not be increased in connection with thetransfer to the Bank of a part of the property (assets and liabilities)and the rights and obligations of the Company Being Divided.

The MDM division plan (‘the MDM Demerger Plan') has been made availablepursuant to Article 535 § 3 of the CCC by being posted on the Bank'swebsite (at: https://www.bankmillennium.pl/en/mdm_demerger_plan).

Pursuant to Article 540 §31 of the CCC, the Bank hereby announces thatuntil the completion of the general meeting of the shareholders of theBank, the agenda of which will include the adoption of a resolution onthe MDM Demerger, the shareholders may review the following informationposted on the Bank's website, i.e. the shareholders are provided with:

1) the MDM Demerger Plan (which also contains the information anddocuments referred to in Article 534 § 2 of the CCC, except for therepresentation referred to in Art. 534 § 2.4 of the CCC with respect tothe Bank, for which no such representation is necessary), available at:https://www.bankmillennium.pl/en/mdm_demerger_plan;2) the Bank'sfinancial statements and the management board's reports on theactivities of the Bank for the last three financial years, includingauditor's reports, available at:https://www.bankmillennium.pl/en/mdm_demerger_plan;3) the financialstatements and the management board's reports on the activities of MDMfor the last three financial years, including auditor's reports,available at https://www.bankmillennium.pl/en/mdm_demerger_plan;4) themanagement board's reports of the Bank and MDM dated 10 May 2021,prepared for the purposes of the MDM Demerger, available at:https://www.bankmillennium.pl/en/mdm_demerger_plan; and5) theopinion of the statutory auditor regarding the audit of the MDM Demergerin terms of its correctness and accuracy, available at:https://www.bankmillennium.pl/en/mdm_demerger_plan

Legal basis:

Article 539 § 1 and 2 and Article 540 in conjunction with Article 4021of the Act of 15 September 2000 - the Commercial Companies Code (Journalof Laws of 2020, item 1526, as amended) and Article 56 section 1.2 ofthe Act of 29 July 2005 on Public Offering, the Conditions Governing theIntroduction of Financial Instruments to Organised Trading, and onPublic Companies (Journal of Laws of 2020, item 2080, as amended).