Bank Millennium S.A. — M&A Activity 2021

May 10, 2021

Bank Millennium S.A.

Date: May 10, 2021

Current Report No. 16/2021Subject: First notification of theproposed division of Millennium Dom Maklerski S.A., where BankMillennium S.A. the acquiring entity.The Management Board ofBank Millennium S.A. with its registered office in Warsaw, postaladdress: ul. Stanisława Żaryna 2A, 02-593 Warsaw, entered in theRegister of Business Entities kept by the District Court for the CapitalCity of Warsaw in Warsaw, XIII Commercial Division of the National CourtRegister, under KRS No. 0000010186, NIP 526-02-12-931, with a fullypaid-up share capital of PLN 1,213,116,777.00 (the "Bank"), actingpursuant to Article 539 §1 and 2 and Article 540 of the CommercialCompanies Code (the "CCC"), in conjunction with Article 402 with index 1of the CCC, hereby provides its shareholders with the first notificationabout the proposed demerger of Millennium Dom Maklerski S.A. with itsregistered office in Warsaw, entered in the Register of BusinessEntities kept by the District Court for the Capital City of Warsaw inWarsaw, XIII Commercial Division of the National Court Register, underKRS No. 0000053322 (the "Demerged Company" or "MDM"), through a transferto the Bank of a part of the property of the Demerged Company (the "MDMDemerger").

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"); and

b) the retaining by MDM 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 remaining business activity (the "Non-Regulated Business").

The Bank'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 Demerged Company.

The MDM demerger 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/mdm_demerger_plan).

Pursuant to Article 540 §3 with index 1 of the CCC, the Bank herebyannounces that until the completion of the general meeting of theshareholders of the Bank, the agenda of which will include the adoptionof a resolution on the MDM Demerger, the shareholders may review thefollowing information posted on the Bank's website, i.e. theshareholders 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/mdm_demerger_plan;

2) the Bank's financial statements and the management board's reports onthe activities of the Bank for the last three financial years, includingauditor's reports, available at:https://www.bankmillennium.pl/mdm_demerger_plan;

3) the financial statements and the management board's reports on theactivities of MDM for the last three financial years, includingauditor's reports, available athttps://www.bankmillennium.pl/mdm_demerger_plan; and

4) the management board's reports of the Bank and MDM dated [10 May2021], prepared for the purposes of the MDM Demerger, available at:https://www.bankmillennium.pl/mdm_demerger_plan.

Furthermore, the Bank explains that the opinion of the statutory auditorregarding the audit of the MDM Demerger Plan in terms of its correctnessand accuracy, as referred to in Article 537 § 1 of the CCC, will be madeavailable on the Bank's website immediately after it is prepared by astatutory auditor that will be appointed by the competent registry courtso that the shareholders can review the opinion pursuant to Article 540§ 3 with index 1 of the CCC. The information that the opinion of thestatutory auditor is available for review will be communicated in theform of a current report supplementing this notification.

Legal basis:

Article 539 § 1 and 2 and Article 540 in conjunction with Article 402with index 1 of the Act of 15 September 2000 - the Commercial CompaniesCode (Journal of Laws of 2020, item 1526, as amended) and Article 56section 1.2 of the Act of 29 July 2005 on Public Offering, theConditions Governing the Introduction of Financial Instruments toOrganised Trading, and on Public Companies (Journal of Laws of 2020,item 2080, as amended).