Currentreport 32/2025

Subject:Agreeing the demerger plan of Bank Handlowy w Warszawie S.A. inconnection with an agreement on the exit from the Consumer Business.First notification on the planned demerger.

Legal basis:Article 539 §1 and 2 and Article 540 in connection with Article 402(1) §1 of the Actof 15 September 2000 - the Commercial Companies Code, as well asArticle 17 Section 1 of Regulation (EU) No. 596/2014 of the EuropeanParliament and of the Council of 16 April 2014 (MAR Regulation).

With referenceto current report No. 12/2025 dated 27 May 2025 concerning the executionby Bank Handlowy w Warszawie S.A. (the "Bank") withVeloBank S.A. ("VeloBank"), Promontoria Holding 418 B.V.(the sole shareholder of VeloBank), and Citibank Europe Plc of anagreement regarding the demerger by separation (the "Demerger")of the Bank's consumer business (the "ConsumerBusiness") in favour of VeloBank (the "Agreement"),the Management Board of the Bank hereby informs that on 25thJuly 2025, the Management Board of the Bank and the Management Board ofVeloBank agreed on and signed a demerger plan of the Bank (the "DemergerPlan") drawn up in accordance with Article 534 of the PolishCommercial Companies Code of 15 September 2000 (the "CCC").

At the sametime, the Bank informs that the signing of the Demerger Plan is one ofthe steps necessary to carry out the transaction of the sale of theConsumer Business to VeloBank.

The Demergerwill be effected through a demerger by separation in accordance with theprocedure specified in Article 529 §1 point 5 of the CCC. Under the Demerger, an organised part of thebusiness of the Bank, i.e. the Consumer Business, will be transferred toVeloBank, while the remaining organised part of the business of the Bank(the "Key Business of the Bank") will remain with theBank.

Pursuant toArticle 530 §2 of the CCC, the Consumer Business will be transferred to VeloBank onthe date of registration of the share capital increase of VeloBank byway of the issuance of the demerger shares to the Bank (the "DemergerEffective Date").Pursuant to the Agreement, the aforementioned VeloBank demerger sharesissued to the Bank will be repurchased by Promontoriaimmediately after the Demerger Effective Date,but no later than the day following the Demerger Effective Date.

As a result ofthe Demerger, pursuant to Article 531 §1 of the CCC, VeloBank will on the Demerger Effective Date assume theConsumer Business. Consequently, starting from the Demerger EffectiveDate, the Bank will conduct activity limited to the Key Business of theBank, and the activity of VeloBank will be expanded to encompass theConsumer Business.

In connectionwith the Demerger, the Bank's share capital will not be decreased.

This reportshall be treated as a first notification to the shareholders of theintention to carry outthe Demerger within the meaning of Article 539 §1 and 2 of the CCC in connection with Article402(1) of the CCC. TheDemerger Plan has been published and made available to the publicpursuantto Article 535 §3of the CCC by publishing it on the Bank's website:https://www.citibank.pl/poland/homepage/english/investor-relations.htm

In accordancewith Article 540 §3(1)of the CCC, the Bank hereby notifies that until the conclusion of thegeneral meetings of the shareholders of the Bank and VeloBank, theagendas of which include the adoption of resolutions concerning theDemerger, shareholders may review the following documents on the Bank'swebsite:https://www.citibank.pl/poland/homepage/english/investor-relations.htm,i.e. the following documents are made available to the shareholders inelectronic form with the possibility of printing:

1. theDemergerPlan together with the schedules thereto;

2. thefinancialstatementsof the Bank and the Management Board's reports on the Bank's operationsfor the last three financial years, together with the audit reports;

3. thefinancial statements and the ManagementBoard's reports on the operations of VeloBank for the financial yearscovering the entire period of VeloBank's activity, together with theaudit reports.