Bank Millennium S.A.

M&A Activity • Feb 13, 2023

Bank Millennium S.A.

February 13th, 2023

Current report no. 7/2023

SUBJECT: Signing of conditional agreement concerning the sale ofMillennium Financial Services sp. z o.o. and strategic insurancecooperation

The Management Board of Bank Millennium S.A. (the _quot;Bank_quot;) informs thatfollowing necessary corporate approvals, on February 13, 2023, the Bankexecuted the agreement (the _quot;Agreement_quot;) for the sale of 80% of theshares (the "Shares") in Millennium Financial Services sp. z o.o. (the"Company") to Towarzystwo Ubezpieczeń na Życie Europa S.A. whichacquires 72% of the Company's shares and Towarzystwo Ubezpieczeń EuropaS.A. which acquires 8% of the Company's shares (collectively the_quot;Buyers_quot;).

Bank Millennium concluded also with the Buyers and the Company certainagreements concerning exclusive insurance distribution model, includinga cooperation agreement, distribution agreements and agency agreements(the _quot;Strategic Insurance Cooperation_quot;). The Strategic InsuranceCooperation provides for long term (10 years) bancassurance liaison inrelation specified insurance products linked to loans offered by BankMillennium.

The essence of the transaction contemplated by the Agreement is thedirect acquisition of the Shares by the Buyers from Bank Millennium fora pre-defined initial price which may be subject to a price adjustmentmechanism after the Transaction is closed, (i.e. after transfer of legaltitle to the Shares to the Buyers and payment of the Price, _quot;Closing_quot;)and establishment of the Strategic Insurance Cooperation (the_quot;Transaction_quot;). If the Transaction will close successfully, the Bankexpects to recognize an upfront pre-tax gain on the transaction ofapproximately PLN 500 million.

The Closing of the Transaction is subject to the fulfilment of acondition precedent - obtaining the relevant consent of the relevantantimonopoly authority (the _quot;Condition_quot;).

Bank Millennium will publish information on the fulfilment ornon-fulfilment of the Condition in relevant current reports. The Partiesmay also withdraw from the Agreement in certain situations indicatedtherein and penalties may apply in case of failure of one of the Partiesto fulfil its obligations under the Transaction documentation.

The Transaction documentation contains a certain catalogue ofrepresentations and warranties from Bank Millennium and the Buyers withrespect to the Shares and Strategic Insurance Cooperation, as well assets out the principles of the Parties' liability thereunder.

Legal basis: Article 17 sec. 1 of MAR - inside information