CurrentReport No.29/2022

Subject:Adoption by the Bank's Management Board of amendments to selectedremuneration policies in force at the Bank and the decision of theBank's Management Board to commence work on the development andimplementation of a treasury shares buy-back program by the Bank

Legal basis: Article 17(1)of Regulation (EU) No 596/2014 of the European Parliament and of theCouncil of 16 April 2014_#160;(MarketAbuse Regulation or MAR).

The Management Board of Bank Handlowy w Warszawie S.A.(the "Bank") announces that on 7 November 2022, the Bank'sManagement Board passed a resolution on the adoption of amendments to:(i)_#160;Remuneration policy foremployees of Bank Handlowy w Warszawie S.A.,(ii)Remunerationpolicy for persons whose professional activities have a material impacton the risk profile of Bank Handlowy w Warszawie S.A., (iii)Transaction Award Policyand (iv)Remuneration policy for Membersof the Management Board and Members of the Supervisory Board of BankHandlowy w Warszawie S.A.(collectively, the "Policies").

The amendments to the Policies specified in items (i) to(iv) above will enter into force upon their approval by the Bank'sSupervisory Board. The Management Board resolved to request theSupervisory Board to approve the adopted amendments to the Policiesspecified in items (i) to (iv) above and the Supervisory Board willinclude this matter on the agenda of its meeting.

The proposed amendments to the Policies adopted by theManagement Board consist in: (i) replacing the phantom shares instrumentpreviously used by the Bank as a variable element of remuneration forpersons covered by theRemuneration policy for persons whoseprofessional activities have a material impact on the risk profile ofBank Handlowy w Warszawie S.A.with existing shares in the Bank'sshare capital, or (ii) introducing the option or implementing thepayment of variable remuneration in the form of existing shares in theBank's share capital to persons indicated in the Policies referred to initems (ii) to (iv) above (these persons, together with persons coveredby theRemuneration policy for persons whose professional activitieshave a material impact on the risk profile of Bank Handlowy w WarszawieS.A. are hereinafter referred to as "Identified Staff").The premise underlying the revised Policies is that the Bank willtransfer to Eligible Persons treasury shares previously acquired by theBank. The Management Board expects that for the purpose of transferringtreasury shares on the terms indicated above, the Bank will buy back,within a period of 3 years (counting from the date the General Meetingof the Bank grants the authorization referred to in the paragraphbelow), no more than 850 000 shares of the Bank in total, representingno more than 0,65% of the total number of votes at the General Meetingof the Bank as at the date of publication of this Report.

If the above conditions are not met or if the Bankacquires too few treasury shares in relation to the number required totransfer to the Eligible Persons, the adopted amendments allow tocontinue to provide certain Eligible Persons with remuneration based onphantom shares or, depending on the circumstances and the Bank'sdecision, based on phantom shares and shares in the Bank's share capital.

The Bank will be able to acquire treasury shares oncondition that: (i) the General Meeting authorizes the Management Boardto purchase treasury shares by the Bank and creates a reserve capital tofinance the acquisition of treasury shares by the Bank; and (ii) theBank obtains the prior permission of the Financial Supervision Authority(KNF) referred to in Articles 77 and 78 of Regulation (EU) No. 575/2013of the European Parliament and of the Council of 26 June 2013 onprudential requirements for credit institutions and investment firms andamending Regulation (EU) No. 648/2012 applicable to such acquisition oftreasury shares by the Bank.

Accordingly, on 7 November 2022, the Management Boarddecided to take action to: (i) prepare the convening of theExtraordinary General Meeting, the agenda of which will include theadoption of a resolution to authorize the Bank's Management Board to buyback treasury shares and to create a reserve capital to finance theacquisition of these shares; and (ii) prepare and submit the Bank'sapplication to the Financial Supervision Authority (KNF) for thepermission mentioned above. The Bank will publish separately theinformation about convening the Extraordinary General Meeting referredto in the preceding sentence within the time limit and in accordancewith the terms and conditions specified in the relevant regulations. Inaddition, the Bank will publish separately, within the time limit and inaccordance with the terms and conditions specified in the relevantregulations, the information about obtaining the abovementionedpermission of the Financial Supervision Authority (KNF) by the Bank.