Banku Handlowego w Warszawie S.A.

Transaction in Own Shares • Dec 29, 2023

CurrentReport No. 27/2023

Subject:Permission obtained from the Polish Financial Supervision Authority tobuy-back treasury shares and commencement of the buy-back process

Legalbasis:Article 17(1) in conjunction with Article 5(1)(a) of Regulation (EU) No596/2014 of the European Parliament and of the Council of 16 April 2014(Market Abuse Regulation or MAR).

Withreference to the Bank's current reports No. 29/2022 of 7 November 2022,30/2022 of 14 November 2022 and 34/2022 of 16 December 2022, theManagement Board of Bank Handlowy w Warszawie S.A. ("Bank"),announces that on December 29, 2023 the Polish Financial SupervisionAuthority granted the Bank its permission to buy-back treasury sharesreferred to in Article 77 and Article 78 section 1 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 amendingRegulation (EU) No. 648/2012.

Obtainingthe Polish Financial Supervision Authority's permission allows the Bankto commence the buy-back of treasury shares for the purpose of offeringthem to:

1._#160;_#160;_#160;_#160;personswhose professional activities have a material impact on the Bank's riskprofile within the meaning of Article 9ca Clause 1a of the Banking Lawof August 29, 1997, and

2._#160;_#160;_#160;_#160;selectedBank employees other than persons whose professional activities have amaterial impact on the Bank's risk profile.

Pursuantto the rules set out in Article 5(1)(a) of MAR and Article 2 of theCommission Delegated Regulation (EU) 2016/1052 of 8 March 2016supplementing Regulation (EU) No. 596/2014 of the European Parliamentand of the Council with regard to regulatory technical standards for theconditions applicable to buy-back programs and stabilization measures ("DelegatedRegulation 2016/1052"), the Bank makes public the followinginformation regarding the Bank's buy-back of its treasury shares thatwill apply, in particular, if the Bank's Management Board resolves tobuy-back treasury shares under the rules set out in Article 5 of MAR andin the Delegated Regulation 2016/1052:

1)the purpose of the buy-back of treasury shares in accordance withArticle 5(2) of MAR - to meet obligations arising from share optionprograms, or other allocations of shares, to employees or to members ofthe 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 thePolish Financial Supervision Authority, the price of the Bank's ownshares purchased by the Bank cannot exceed in total PLN 33,333,000(thirty-three million three hundred thirty-three thousand Polish zloty);

3)the maximum number of shares to be purchased - 566,000 (five hundredsixty-six thousand) treasury shares, on the date of this current reportrepresenting 0.43% of the Bank's share capital and the total number ofvotes at the Bank's General Meeting;

4)the period for which the authorization for the program has been granted(program period) - from and including 29 December 2023 to and including29 December 2024.

If the Bank'sManagement Board decides to buy-back the Bank's treasury shares pursuantto different rules than described above, in accordance with theauthorization granted by the Extraordinary General Meeting in § 2 item 2of Resolution No. 5/2022 dated December 16, 2022 authorizing theManagement Board to buy-back treasury shares and create a capitalreserve for the Bank's treasury shares buy-back program, i.e. if itdecides to buy-back the Bank's treasury shares in any other manner,however always subject to the relevant provisions of law, in particularby 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 intransactions executed on the regulated market operated by the WarsawStock Exchange or in transactions executed outside the regulated market,in particular as a result of an invitation to tender addressed by theBank to its shareholders (other than a voluntary tender offer tosubscribe for the sale of the Bank shares within the meaning of Article72a of the Act on Public Offering and Conditions Governing theIntroduction of Financial Instruments to Organized Trading and PublicCompanies), the Bank will immediately report the acquisition of suchtreasury shares in such manner, indicating in particular the number oftreasury shares acquired in a given manner, their unit price and totalprice, as well as the manner of their acquisition by the Bank. If theManagement Board decides to buy-back treasury shares through aninvitation to tender addressed by the Bank to its shareholders (otherthan a voluntary tender offer), the Bank will announce its intention todo so by making public the contents of the invitation distributed by theBank among its shareholders.