Spin-off Plan of Bank BPH Spółka Akcyjna dated November 15, 2006

Transkrypt

1 This document is a nonbinding translation for convenience purposes of the Polish original. In the event of any discrepancies between the English and Polish versions, the original Polish version shall prevail. agreed upon by and between: Spin-off Plan of Bank BPH Spółka Akcyjna dated November 15, 2006 Bank Polska Kasa Opieki Spółka Akcyjna, with its registered seat in Warsaw, at 53/57 Grzybowska St. (hereinafter referred to as Pekao S.A. ), incorporated under entry No. KRS in the Register of Entrepreneurs maintained by the District Court for the City of Warsaw, XII Commercial Department of the National Court Register, as the taking over Company, represented by Jan Krzysztof Bielecki, President of the Management Board, and Luigi Lovaglio, Vice-President of the Management Board; and Bank BPH Spółka Akcyjna, with its registered seat in Kraków, at Al. Pokoju 1 (hereinafter referred to as BPH S.A. ), incorporated under entry No. KRS in the Register of Entrepreneurs maintained by the District Court for the City of Kraków-Śródmieście, XI Commercial Department of the National Court Register, as the divided Company, represented by Józef Wancer, President of the Management Board and Grzegorz Piowar, Member of the Management Board; hereinafter referred to collectively as the Companies (and each of the Companies referred to individually as a Company ). Acting under Art and Art. 534 of the law of September 15, 2000, the Commercial Companies Code (Journal of Laws No. 94, item 1037, as amended, hereinafter referred to as the CCC ), in connection with the intention to integrate BPH S.A. with Pekao S.A., effected in the manner of BPH S.A. s spin-off through the transfer of a part of its property, in the form of an organized part of the enterprise, to Pekao S.A., the Management Boards of Pekao S.A. and BPH S.A. hereby agree the following Spin-off Plan. Part I General provisions 1. Type, corporate name and registered seat of the Companies participating in the spinoff 1.1. Taking over Company: Bank Polska Kasa Opieki Spółka Akcyjna, with its registered seat in Warsaw, incorporated under entry No. KRS in the Register of Entrepreneurs kept by the District Court for the City of Warsaw, XII Commercial Department of the National Court Register Divided Company: Bank BPH Spółka Akcyjna, with its registered seat in Kraków, incorporated under entry No. KRS in the Register of Entrepreneurs kept by the District Court for the city of Kraków-Śródmieście, XI Commercial Department of the National Court Register. 1/16

2 2. Method of Spin-off 2.1. The spin-off of BPH S.A. shall be effected by virtue of Art item 4 of the CCC, i.e. by the transfer of a part of BPH S.A. s property to Pekao S.A. in return for shares in Pekao S.A., which shall be taken up by the shareholders of BPH S.A The description of the separated components of BPH S.A. s property (assets and liabilities) and permits, concessions and relieves granted to BPH S.A., which shall be transferred to Pekao S.A. is set forth in Part II (Description of components of property, permits, concessions and relieves vested in Pekao S.A.) to this Spin-off Plan. The separation of BPH S.A. s property was effected as at October 1, A pro-forma breakdown comprising the assets and liabilities that have been assigned to Pekao S.A. as part of the spin-off, made on October 1, 2006, is attached as Table 1 to this Spin-off Plan. All of the components of BPH S.A. s property (including the receivables and obligations) which are not attributed to Pekao S.A. in this Spin-off Plan shall remain with BPH S.A The principles governing the changes in the property assigned to Pekao S.A. after October 1, 2006 until the spin-off date as defined in Art of the CCC (the Spin-off Date ) are as follows: The components of BPH S.A. s property (assets and liabilities) acquired or obtained in exchange for the components of property attributed to Pekao S.A. in this Spin-off Plan, shall be attributed to Pekao S.A. The components of property acquired or otherwise obtained in exchange for the property not assigned to Pekao S.A. shall be attributed to BPH S.A Other components of property acquired or obtained by BPH S.A. shall be allocated to the Company to which the Spin-off Plan attributes the components of property with which the newly acquired or obtained assets or liabilities are connected. In particular, any components of property acquired or obtained by BPH S.A. functionally related to the business of the Transferred Units (as defined in Part II, Section 1 of this Spin-off Plan) shall be attributed to Pekao S.A Any material changes in the components of BPH s property referred to in Sections above shall be separately monitored for the property assigned to Pekao S.A. and the other property of BPH S.A., and shall be reflected in the financial statements covering the property components assigned to Pekao S.A., to be made on the day immediately preceding the Spin-off Date From the execution date of this Spin-off Plan until the Spin-off Date, the Companies shall conduct their business in such a manner as to avoid changing the structure of the balance sheet, or the economic value or the risk profile of the part of BPH S.A. s property assigned to Pekao S.A., or the economic value and the risk profile of Pekao S.A., except for changes resulting from the ordinary course of business The spin-off of BPH S.A. shall be performed without decreasing its share capital. The spin-off shall be financed from BPH S.A. s own capitals other than its share capital. The spin-off of BPH S.A. shall be accompanied by a simultaneous increase in Pekao S.A. s share capital by PLN 94,763,559 (ninety-four million, seven hundred and sixty-three thousand, five hundred and fifty-nine), up to PLN 261,571,816 (two hundred and sixtyone million, five hundred and seventy-one thousand, eight hundred and sixteen), through a public offering and issue of 94,763,559 (ninety-four million, seven hundred and sixtythree thousand, five hundred and fifty-nine) I-Series ordinary bearer shares, with a par value of PLN 1.00 (one) each (the Spin-off Share Issue ). 2/16

3 2.5. Pekao S.A shall undertake relevant actions to have the Spin-off Share Issue introduced to trading on the regulated market conducted by the Warsaw Stock Exchange (the WSE ), and in particular shall submit to the Financial Supervisory Commission (Komisja Nadzoru Finansowego) a relevant informational document pursuant to the Law of July 29, 2005 on Public Offerings and the Terms and Conditions of Introducing Financial Instruments to an Organized Trading System and on Public Companies (Journal of Laws No. 184, Item 1539, as amended), and shall also submit a motion to conclude an agreement to register the Spin-off Share Issue at the National Depository of Securities (Krajowy Depozyt Papierów Wartościowych S.A.) (the NDS ) and a motion to the WSE to introduce the Spin-off Share Issue to regulated trading. Pursuant to the above, it is planned that Pekao S.A. s General Meeting, in its resolution on the integration of Pekao S.A. with BPH S.A. performed by the spin-off of BPH S.A. through the transfer of a part of BPH S.A. s property in the form of an organized part of an enterprise to Pekao S.A., shall authorize Pekao S.A. s Management Board to enter into an agreement to register the Spin-off Share Issue with the NDS, and shall include other provisions connected with introducing the Spin-off Share Issue to the regulated trading, if required by the regulations binding on the day the resolution regarding the integration of the Companies is adopted The share premium obtained while issuing the Spin-off Share Issue above their nominal value shall be allocated to Pekao S.A. s supplementary capital. 3. Share Allocation Ratio 3.1. The methods used in order to determine the share allocation ratio are as follows: - Trading Market Multiples Analysis; - Regression Analysis; - Dividend Discount Model. Trading Market Multiples Analysis The trading market multiples methodology is based on an analysis of the stock market valuations of a sample of banks deemed comparable to the bank being valued, and the application of comparables stock market multiples (e.g. price/earnings), deemed to be relevant in the sector analyzed, to the stock market multiples of the bank being valued. Regression Analysis The regression analysis methodology is based on the assumption of a linear statistical correlation between the stock market valuations, as measured by certain stock market multiples deemed significant in the sector analyzed (e.g. price/book value), and the expected future profitability (e.g. return on average equity) for the sample of comparable banks analyzed. Dividend Discount Model ( DDM ) The DDM methodology assumes that the equity value of a bank is equal to the sum of: - the discounted value of future cash flows generated over a certain time period and distributable to shareholders (i.e. dividends), in excess of a target capital base deemed necessary to sustain the future activities of the bank in accordance with the regulatory requirements; and - the terminal value, discounted to the valuation date, calculated applying a perpetual growth rate to the cash flow of the last year of projections. 3/16

4 3.2. The above methodologies are standard and the most frequently used with respect to financial institutions The exchange ratio according to which the shareholders of BPH S.A. shall take up shares in Pekao S.A. as a result of possessing BPH S.A. s shares determined on the basis of the valuation of the Companies is 1: 3.3 (the Share Allocation Ratio ), which means that each shareholder of BPH S.A. shall receive, as a result of its possession of each BPH S.A. share, 3.3 shares in the Spin-off Share Issue, while maintaining its hitherto shareholding in BPH S.A. The Share Allocation Ratio has been specified in accordance with the value of BPH S.A. s property determined for the spin-off purposes, pursuant to Art , Item 3 of the CCC, according to the status as of October 1, In preparing the Spin-off Plan, the Management Board of BPH S.A. has taken into account the opinion of the investment bank J.P. Morgan plc regarding the accuracy and reliability of the Share Allocation Ratio. In turn, the Management Board of Pekao S.A. has taken into account the opinion of the investment bank Merrill Lynch regarding the accuracy and reliability of the Share Allocation Ratio Due to the impossibility of issuing fractional shares, should the application of the Share Allocation Ratio result in the number of shares assigned to individual BPH S.A. shareholders taking part in the spin-off to be a number other than an integer, the number of the Spin-off Share Issue shares issued to such shareholders shall be rounded down to the nearest integer, and in return for the fractional part of the Spin-off Share Issue share to which it is entitled, such shareholder shall receive a cash payment calculated according to the formula presented in Section Rules governing the allocation of the Spin-off Share Issue shares to the shareholders of BPH S.A The Spin-off Share Issue shares shall be assigned to the shareholders of BPH S.A. through the intermediation of the NDS, according to the ownership status of BPH S.A. s shares as of the date which pursuant to the binding regulations shall be indicated as the reference day (the Reference Day ). The persons eligible to receive the Spin-off Share Issue shares shall be persons in whose securities accounts BPH S.A. are be registered as of the Reference Day. The Management Board of Pekao S.A. shall be authorized to indicate the Reference Day to the NDS The number of the Spin-off Share Issue shares to be received by each BPH S.A. shareholder shall be determined by multiplying the number of BPH S.A. shares held in the securities account by each BPH S.A. shareholder on the Reference Day by 3.3, according to the Share Allocation Ratio set forth in Section 3.3., and shall be the product of such multiplication, rounded down to the nearest integer if such product is not an integer Each BPH S.A. shareholder who on the Reference Day holds in a given securities account the number of BPH S.A. shares which as a result of multiplying such number of shares by 3.3 yields a fractional number, to be rounded down to the nearest integer in accordance with Section 4.2, shall receive an additional cash payment from Pekao S.A., calculated according to the following formula: D = (A x 3.3 B) c, where: D is the amount of the additional payment; A is the number of BPH S.A. shares held in a given securities account by the shareholder on the Reference Day; 4/16

5 B is the quantity of the Spin-off Share Issue shares to be issued to the given shareholder after rounding the product of the number of BPH S.A. shares held thereby by the Share Allocation Ratio down to the nearest integer; c is the value of one Spin-off Share Issue share, determined for the purposes of additional payments equal to the average market price per one share of Pekao S.A. for the consecutive 30 (thirty) days of listing preceding the Reference Day; the average market price shall mean the arithmetical mean of average daily prices weighed by turnover volume. The amount shall be rounded down to PLN 0.01 after taxation. BPH S.A. shareholders that hold BPH S.A. shares registered in more than one securities account should take into consideration that the rules regarding the allocation of Spin-off Share Issue shares as described above shall be applied separately with respect to the shares registered in each of their accounts The additional payments shall be disbursed from Pekao S.A. s supplementary capital. The additional payments calculated according to the above formula shall be decreased by the amount of advanced (zryczałtowany) income tax if required in accordance with the provisions of law. The additional payments shall be disbursed to the entitled persons through the intermediation of the NDS The Management Boards of both Companies propose that Pekao S.A. s Management Board shall be authorized to dispose of the Spin-off Share Issue shares which are not allotted to BPH S.A. s shareholders due to the application of the abovementioned rules on share allotment, to other entities selected by it Upon the execution of the spin-off, Pekao S.A. s shareholding structure shall be as follows: - shareholders of BPH S.A. shall hold approximately 36.2% of shares; - the existing shareholders of Pekao S.A. shall hold approximately 63.8% of shares. After the spin-off, BPH S.A. s shareholding structure shall not change. 5. The date from which the Spin-off Share Issue shares are vested with the rights to participate in the profits generated by Pekao S.A. The Spin-off Share Issue shares shall entitle their holders to participate in Pekao S.A. s dividends disbursed from January 1, Rights assigned by Pekao S.A. to the shareholders of BPH S.A. and persons vested with special rights in BPH S.A. BPH S.A. has no shareholders or other persons vested with special rights referred to in Art item 1, Arts , Art. 361 and Art of the CCC. No BPH SA shareholder or any other person shall be granted any special rights by Pekao S.A. in relation to the BPH S.A. spin-off and the Spin-off Share Issue in exchange for BPH S.A. s property transferred to Pekao S.A. 7. Special benefits to members of the governing bodies of the Companies participating in the BPH S.A. spin-off, as well as to other persons participating in the BPH S.A. spin-off No members of the governing bodies of the Companies participating in BPH S.A. s spinoff or any other person taking part in the spin-off shall be vested with any special benefits. 5/16

6 8. Amendments to Pekao S.A. s Statute In relation to the integration of Pekao S.A. with BPH S.A. in the manner described herein, Pekao S.A. s Statute shall be amended according to Attachment No. 3 hereto. 9. Permits and Consents of Administration Bodies and Supervisory Bodies to the spinoff of BPH S.A. Due to the fact that, pursuant to Art. 124c Item 2 of the Law of August 29, 1997 (Journal of Laws from 2002, No. 72, Item 665, as amended), a bank may be spun-off only upon obtaining the permission of the Banking Supervision Commission, the BPH S.A. spin-off shall be conditional upon obtaining such permit from the Banking Supervision Commission. Furthermore, in connection with the public offering of the Spin-off Share Issue shares and the intention to apply for their admission to trading on the regulated market referred to in Section 2.5 above, the relevant informational document prepared according to the provisions of the Law on Public Offerings, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies shall be subject to assessment by the Financial Supervisory Commission. The conduct of the public offering of the Spin-off Share Issue shares and applying for their admission to trading on a regulated market on the basis thereof shall be subject to the opinion of the Financial Supervisory Commission. 10. Miscellaneous provisions As part of the spin-off, the Companies may enter into agreements regulating certain detailed aspects thereof, such as: (i) Pekao S.A. s use of selected components of BPH S.A. s property, and BPH S.A. s use of selected components of its property assigned to Pekao S.A. for a certain period of time following the Spin-off Date, in order to sustain the business and functioning of both Companies and provide their clients with seamless services after the Spin-off Date; (ii) the transfer to Pekao S.A. of the receivables and liabilities or other rights and obligations that are assigned herein to Pekao S.A., but which are not transferred to Pekao S.A. by operation of law upon the registration of the spin-off; (iii) cooperation between the Companies with respect to conveying BPH S.A. s property allocated to Pekao S.A. and the related documents to Pekao S.A., as well as other agreements that the Companies may deem necessary to implement the spin-off and provide seamless services to clients after the Spin-off Date BPH S.A. shall be obliged to transfer to Pekao S.A. the components of BPH s property allocated to Pekao S.A. as well as any and all property of third parties, including movables and securities, which are in the possession of BPH S.A. and which are necessary for the proper and timely execution of Pekao S.A. s obligations assigned to it as a part of the spin-off. 6/16

7 Part II Description of elements of property, permits, concessions and relieves vested in Pekao S.A. 1. Key principles for separating the elements of BPH S.A. s property to be vested in Pekao S.A. As part of the spin-off, Pekao S.A. shall obtain certain assets and liabilities of BPH S.A. constituting an organized part of the enterprise consisting in the branches of BPH S.A. specified in Table 2 and all new branches created after October 1, 2006 (the Transferred Branches ), the corporate centers specified in Table 3 (the Corporate Centers ), the macroregions specified in Table 4 (the Macroregions ), part of BPH S.A. s head office (the Head Office ) and part of BPH S.A. s brokerage house (the Brokerage House ). The Transferred Branches, Corporate Centers, Macroregions and the part of the Head Office and the Brokerage House vested in Pekao S.A. are hereinafter referred to as the Transferred Units. The key principle adopted in determining which elements of BPH S.A. s property, as the spun-off Company, should be vested in Pekao S.A. as the surviving Company, is to ensure that Pekao S.A. obtains those elements that are related to the business of the Transferred Units, with the assumption that the Transferred Units shall be equipped with all elements of fixed assets and equipment used in their business. This principle also applies to all rights, obligations, receivables and liabilities, administrative decisions and permits related to the business conducted by the Transferred Units. With respect to certain property elements vested in Pekao S.A., their relationship with the Transferred Units for the purposes of the spin-off has been defined along additional criteria more specifically described below and in the Tables. The determination of which property elements should be vested in Pekao S.A. is based on accounting records kept pursuant to the rules prevailing in BPH S.A. Together with the Transferred Units, Pekao S.A. shall obtain the rights, obligations receivables and liabilities under agreements concluded with clients to be vested in Pekao S.A., together with all rights, obligations, receivables and liabilities related to such agreements. Additionally, Pekao S.A. shall obtain: 1) the rights, obligations, receivables and liabilities related to the provision of the services referred to in Section 2.2 below; 2) the rights, obligations, receivables and liabilities under agreements concluded with the business partners of the Transferred Units, together with all rights, obligations, receivables and liabilities related to these agreements; 3) administrative decisions, permits, concessions, relieves, licenses, programs, trademarks, copyright and claims and liabilities in court, administrative and arbitration proceedings, as described in detail below. The employees of BPH S.A. employed in the Transferred Units shall be transferred to Pekao S.A. pursuant to Art of the Labor Code of June 26, 1974 (the Labor Code ). The detailed principles of transferring the BPH S.A. employees to Pekao S.A. are described below in Section Property elements The property elements vested in Pekao S.A. as part of the spin-off have been described below as at October 1, This condition may change by the Spin-off Date, because 7/16

8 BPH S.A. continuously conducts its regular business, and because of applying the principles referred to in Part I Section 2.3 of this Spin-off Plan. Some assets vested in Pekao S.A. and discussed below that do not have any generally accepted Polish equivalents in the capital market as well as the banking market are denoted in English. Whenever used herein, credit agreements shall also mean loan agreements, cash loans, guarantees, civil law-based sureties, limits on cards with deferred repayment, import letter of credits and other similar agreements, including notes guarantees (aval). In this Spin-off Plan, the bank shall mean a domestic bank, a foreign bank and a banking institution within the meaning of the Act of August 29, 1971, the Banking Law Cash assets The cash assets vested in Pekao S.A. include: 1) cash in foreign currencies in BPH S.A. s accounts with other banks, except for the National Bank of Poland (funds in foreign currency NOSTRO accounts) in amounts equal to the proportion of foreign currency balances in the current accounts of the clients whose agreements are assigned to Pekao S.A. to the total of foreign currency balances of BPH S.A. s clients; 2) cash (notes and coins) in the Transferred Branches; 3) cash (notes and coins) with outsourced cash counting and sorting services providers, including: a) cash balances in the Transferred Units; b) cash balances received from clients pursuant to agreements assigned to Pekao S.A.; c) part of the cash balances in those entities, calculated with the use of the following formula: other cash assigned to Pekao S.A. = G unassigned * G Pekao/ (G Pekao + G BPH); where: G Pekao is the cash in Transferred Units and accepted from clients pursuant to agreements assigned to Pekao S.A.; G BPH is the cash in units other than Transferred Units and accepted from clients pursuant to agreements not assigned to Pekao S.A.; and G unassigned is all remaining cash in outside entities; and 4) balances of cash (znaki pieniężne) in the ATMs transferred to Pekao S.A The Companies confirm that the cash assets in PLN and foreign currencies deposited in NOSTRO accounts with the National Bank of Poland as at October 1, 2006 shall remain with BPH S.A. and shall not be assigned to Pekao S.A., subject to the principles set out in Section 2.3 of Part I hereof Rights, obligations, receivables and liabilities in relationships with clients Pekao S.A. shall obtain the rights, obligations, receivables and liabilities towards retail clients (individuals and SME-qualifying entrepreneurs, other than Corporate Clients, as defined below), pursuant to the following principles: 8/16

9 1) with respect to the clients who have a savings & checking account (ROR) or current account kept in a Transferred Branch (being an account recorded in the IT operating system of BPH S.A. at the Cost Center of the Transferred Branch), Pekao S.A. shall assume the rights, obligations, receivables and liabilities related to all agreements concluded by BPH S.A. with such clients (further referred to as clients assigned to the Transferred Branch), except for the items listed below; 2) with respect to the clients who have a savings & checking account (ROR) or current account kept in a branch other than a Transferred Branch, Pekao S.A. shall not obtain any rights, obligations, receivables or liabilities under agreements concluded by BPH S.A. with such clients, except as specified below; 3) with respect to BPH S.A. clients that have at least one ROR account or current account in the Transferred Branches and at least one ROR or current account in branches other than Transferred Branches, such client shall be deemed a client of the branch in which his/her first ROR or current account was opened; 4) with respect to the clients who have no ROR or current account with BPH S.A., Pekao S.A. shall assume the rights, obligations, receivables and liabilities under the agreements concluded by such clients with BPH S.A. in the Transferred Branches, except as specified below; 5) no rights, obligations, receivables or liabilities under agreements entered into by BPH S.A. s clients with the Housing Fund (Kasa Mieszkaniowa BPH S.A.) shall pass to Pekao S.A.; 6) Pekao S.A. shall obtain the receivables related to unpaid liabilities towards BPH S.A., under credit agreements associated with the Transferred Branches pursuant to the provisions of this Section 2.2.1, including the terminated agreements; out of these receivables, Pekao S.A. shall not obtain any receivables that have been transferred to off-balance sheet records upon being written-off to provisions for such receivables / revaluation write downs pursuant to the provisions of 24 Section 7a of the Ordinance of the Minister of Finance of December 10, 2001 regarding special accounting principles in banks (Journal of Laws No. 149, Item 1673, as amended), that have not been securitized pursuant to an agreement concluded by Bank BPH S.A. with Blue Ridge Investments, L.L.C. and BPH Towarszystwo Funduszy Inwestycyjnych S.A. on June 7, 2006; 7) with respect to the rights, obligations, receivables and liabilities under agreements related to structured deposit certificates (SDC), only the agreements concluded by BPH S.A. s clients in the Transferred Branches shall be assigned to Pekao S.A., regardless of whether the client is assigned to a Transferred Branch or not; 8) irrespective of the principles set forth above, the following rights, obligations, receivables and liabilities of BPH S.A. shall be obtained by Pekao S.A.: a) those resulting from credit agreements concluded by BPH S.A. with clients through Powszechny Dom Kredytowy, whether or not these clients are assigned to the Transferred Branches; b) those resulting from credit and bank account agreements concluded with clients through agents representing BPH S.A., whether or not these clients are assigned to the Transferred Branches; 9/16

10 c) those related to actions performed by clients of Western Union Pekao S.A. shall obtain the rights, obligations, receivables and liabilities under agreements, other legal transactions and events transacted by or related to all Corporate Clients, subject to the principles set forth in Sections through and Sections 2.4 through 2.8 below. The term Corporate Client means each client recorded in BPH S.A. s operating and IT systems as a Corporate Client. The term Corporate Client shall also mean banks and any other financial institutions, except for the National Bank of Poland and the Bank Guarantee Fund Pekao S.A. shall not obtain any of the rights, obligations, receivables and liabilities related to an agreement between BPH S.A. and the State Treasury regarding the role of a treasury securities broker Pekao S.A. shall obtain the rights, obligations, receivables and liabilities related to the agreements, other legal transactions and events related to client credit facilities and their repayment, including in relation to settlements related to the liquidation of Bank Handlowo-Kredytowy S.A. w Katowicach w likwidacji Pekao S.A. shall obtain the rights, obligations, receivables and liabilities under other legal transactions and events related to the Transferred Units Pekao S.A. shall obtain the rights, obligations, receivables and liabilities resulting from the agreements concluded with the agents of BPH S.A., irrespective of whether the agent is a client assigned to a Transferred Branch Pekao S.A. shall also obtain the collaterals established under agreements that are transferred to Pekao S.A Pekao S.A. shall obtain the receivables related to unpaid liabilities of the Corporate Clients towards BPH S.A., including those related to terminated agreements. Out of these receivables, Pekao S.A. shall not obtain the receivables that have been transferred to offbalance sheet records upon being written-off to provisions for such receivables / revaluation write downs pursuant to the provisions of 24 Section 7a of the Ordinance of the Minister of Finance referred to in Section 2.1 item 6 above, that have not been securitized pursuant to the agreement referred to in Section 2.1 item 6 above The principles set forth in Section 2.2 shall also apply to new agreements and other legal transactions and events described in Sections to above, entered into or occurring prior to the Spin-off Date Brokerage house Pekao S.A. shall obtain the rights, obligations, receivables and liabilities under agreements concluded in the course of conducting the business of the Brokerage House, except for the rights, obligations, receivables and liabilities of the clients assigned to branches other than the Transferred Branches. Pekao S.A. shall also obtain assets and liabilities comprising: 1) the Brokerage House s own assets, except for the own assets designated by BPH S.A. for brokerage activities pursuant to the Ordinance of the Council of Ministers of April 14, 2006 concerning the scope and detailed terms of determining capital requirements and the maximum amount of credit, loans and debt securities issues in relation to capital (Journal of Laws No. 67 item 479) to the extent indispensable for the continued provision by BPH S.A. of brokerage services; the exception also includes the proceeds accumulated on the settlement fund and the mandatory 10/16

11 compensation system managed by the NDS in the amount required pursuant to the aforementioned Ordinance; 2) securities recorded in the accounts kept with the Brokerage House, attributable to the clients whose agreements are assigned to Pekao S.A Rights, obligations, receivables and liabilities towards banks under interbank deposit agreements Pekao S.A. shall obtain the following rights, obligations, receivables and liabilities under deposit agreements concluded on the interbank market: 1) Liabilities: a) short term, mid-term and long term deposits in PLN and in foreign currencies placed by other banks with BPH S.A.; b) call accounts in PLN and foreign currencies kept by BPH S.A. for other banks; 2) Receivables: a) short term, mid-term and long term deposits in PLN and foreign currencies placed with other banks by BPH S.A.; and b) call accounts in PLN and foreign currencies kept by other banks for BPH S.A Out of the rights, obligations, receivables and liabilities referred to in Section above, Pekao S.A. shall not obtain the rights, obligations, receivables and liabilities related to: 1) bank account agreements of the Housing Fund Kasa Mieszkaniowa BPH S.A.; 2) deposits placed by BPH S.A. with other banks and the deposits placed with BPH S.A. by other banks, or parts of these deposits which allow the balancing of assets and liabilities and facilitate liquidity risk hedging for BPH S.A. units other than the Transferred Units until the Spin-off Day; and 3) bank account agreement for the Company s Social Benefit Fund of BPH S.A., subject to Section 5 below Long-term loans from foreign banks and credit institutions Pekao S.A. shall obtain the rights, obligations, receivables and liabilities under long-term credit agreements concluded by BPH S.A. as the borrower with foreign banks and credit institutions with respect to financing loans granted to clients Debt securities Pekao S.A. shall obtain debt securities in BPH S.A. s possession, except for the following: 1) the debt securities of the Housing Fund Kasa Mieszkaniowa BPH S.A.; and 2) the debt securities purchased by BPH S.A. pursuant to a decision of the Management Board of the National Bank of Poland dated August 27, 1999 releasing Powszechny Bank Kredytowy S.A. w Warszawie, and later BPH S.A. as its legal successor, from the obligation to maintain a statutory reserve The debt securities vested in Pekao S.A. as at October 1, 2006 is provided in Table Debt securities issued by BPH S.A Pekao S.A. shall obtain the rights, obligations, receivables and liabilities related to the debt securities issued by BPH S.A. by the Spin-off Date, except those related to: 11/16

12 1) structured deposit certificates with underlying agreements concluded in any branches other than the Transferred Branches; and 2) two promissory notes drawn by BPH S.A. on the basis of an agreement between the National Bank of Poland and BPH S.A. as the legal successor of Powszechny Bank Kredytowy S.A. dated December 27, 1999, regarding the rehabilitation of Pierwszy Komercyjny Bank w Lublinie S.A The debt securities issued by BPH S.A. vested in Pekao S.A. as at October 1, 2006 are provided in Table Foreign exchange transactions and derivatives Pekao S.A. shall obtain the rights, obligations, receivables and liabilities related to foreign exchange transactions and derivatives to which BPH S.A. is a party, except those related to: 1) Interest Rate Swap contracts or parts of contracts, concluded with partners on the interbank market as a hedge of the interest margin for the model portfolios remaining in BPH S.A., that is replicated deposit portfolio and the profitability of capital portfolio; 2) transactions or parts of foreign exchange and derivative transactions concluded with partners on the interbank market as a hedge for liquidity or market risks for units other than the Transferred Units; and 3) foreign exchange and derivative transactions (including options embedded in structured deposit certificates) based on contracts concluded with the clients of branches other than the Transferred Branches, subject to the provisions of Section 2.2.1, item 7 above, and the corresponding closing transactions, as well as the corresponding parts of foreign exchange and derivative transactions concluded with partners on the interbank market The transactions referred to in Section items 1-3 above shall satisfy the criteria of compensating for a change in the hedged position A list of the derivative instruments vested in Pekao S.A. as at October 1, 2006 is provided in Table The rights, obligations, receivables and liabilities under new derivative instruments to which BPH S.A. becomes a party before Spin-off Date shall be vested in Pekao S.A. pursuant to the principles set forth in this Section 2.8, including the provisions of Section items 1-3, and Section above Rights and obligations, liabilities and receivables with partners and third parties Pekao S.A. shall obtain rights, obligations, receivables and liabilities under the following agreements with business partners: 1) agency agreements with BPH S.A. agencies; 2) agreements involving real estate to be vested in Pekao S.A. and related solely to the functioning of the Transferred Units, such as utility supplies agreements and all other services provided in relation to the real estate of the Transferred Units and the installations, appliances and other equipment located thereon or related thereto; and 3) the agreements listed in Table 8. 12/16

13 Pekao S.A. shall obtain the rights, obligations, receivables and liabilities related to other legal transactions and events with business partners and third parties related to the Transferred Units The principles set forth above shall apply to rights, obligations, liabilities and receivables resulting from new agreements, other legal transactions and events specified in this Section 2.9, concluded or occurring until the Spin-off Date Shares The shares (akcje and udziały) to be vested in Pekao S.A. as at October 1, 2006 are provided in Table 9. All new shares acquired by BPH S.A. until the Spin-off Date shall be vested in Pekao S.A. This principle shall not apply to BPH S.A. acquiring shares in BPH Towarzystwo Funduszy Inwestycyjnych S.A., with its registered office in Warsaw Tangible fixed assets and equipment Real estate A list of the real estate owned (also on the basis of cooperative ownership rights) or perpetually usufructed by BPH S.A. and which shall be transferred to Pekao S.A. is provided in Table 10. A list of lease agreements (najem) in respect of real estate to which the rights, obligations, receivables and liabilities shall be assigned to Pekao S.A. is provided in Table 11. The real estate assigned to Pekao SA shall mean in this Spin-off Plan the real estate to which Pekao SA has the rights as specified above. All other rights, obligations, receivables and liabilities vested in BPH S.A. and existing on the Spin-off Date, related to the real estate assigned to Pekao S.A. shall be vested in Pekao S.A. with this real estate and the rights thereto Equipment Pekao S.A. shall obtain equipment assigned to the Transferred Units pursuant to the relevant property records, subject to the exceptions discussed below. The equipment assigned to the employees of the Transferred Units (as per the relevant property records) who shall be transferred as employees to Pekao S.A., shall be vested in Pekao S.A. The equipment assigned to the employees at the Head Office and the Brokerage House, which are to be transferred to Pekao S.A. and which equipment is functionally related to their responsibilities, shall be vested in Pekao S.A. The above rules do not apply to IT equipment. IT equipment (designated as IT in BPH S.A. s operational and IT systems) shall be divided based on records and based on the designated use criteria; that is, taking into account: - the share of the given element of property in the provision of centralized IT services indispensable to the operation of BPH S.A. or the Transferred Units; - the use of the given element of property by the Transferred Unit; and - the use of the given element of property as personal or an office tool by a BPH S.A. employee, taking into account the ratio of the number of employees being taken over by Pekao S.A.; subject to the following principles: 13/16

14 1) Pekao S.A. shall obtain the IT equipment located in or used by the Transferred Branches, Corporate Centers and Macroregions. This refers in particular to Windows Servers, WAN and LAN equipment, personal computers with peripherals, printers, cashiers equipment, telecommunication devices and other sundry IT equipment, except for the IT equipment located in or used by the Transferred Branches, Corporate Centers and Macroregions that shall not be used by Pekao S.A. after the migration and which shall remain with BPH S.A. (such as Profile and Lotus Notes servers, back-up making equipment); 2) Pekao S.A. shall also obtain the IT equipment located in the premises of the Head Office and the Brokerage House assigned to Pekao S.A. (this refers to WAN telecommunication equipment, LAN equipment, telephone equipment and other IT equipment, save for the equipment related to the central systems that remain in BPH S.A.); 3) The desktop IT equipment (such as personal computers with peripherals, local printers) assigned to the employees of the Head Office and the Brokerage House that shall be employed by Pekao S.A. - shall be assigned to Pekao S.A. Pekao S.A. shall also obtain equipment, except for equipment permanently attached to real estate, related to the business conducted by the Corporate Centers and Macroregions located on real estate that is not assigned to Pekao S.A Other fixed assets The tangible fixed assets under construction and expenditures on intangible assets shall be vested in Pekao S.A. pursuant to principles analogous to those set forth in Sections and above. Pekao S.A. shall obtain the rights, obligations, receivables and liabilities of BPH S.A. under financial lease agreements regarding tangible fixed assets concluded by BPH S.A. as the lessee which have a functional link with the Transferred Units or, with respect to the Head Office and the Brokerage House, pursuant to the employee transfer rules set forth in Section 5 below. The rights, obligations, receivables and liabilities resulting from lease (najem and dzierżawa) agreements, pursuant to which components of BPH S.A. s tangible fixed assets were provided for use by third parties, shall be transferred to Pekao if the real estate in which such assets are located is transferred to Pekao S.A Foreclosed assets Pekao S.A. shall obtain the real estate, movables and other rights foreclosed by BPH S.A. as a result of executing any collaterals granted to BPH S.A. in relation to the agreements concluded by PBH S.A. in the course of business of the Transferred Units Licenses Pekao S.A. shall obtain the rights, obligations, receivables and liabilities under the following license agreements: 1) related to central systems of BPH S.A. necessary for use in Pekao S.A. that shall not be used by BPH S.A. in relation to transferring the Transferred Units to Pekao S.A.; 2) related to the Transferred Branches, save for the rights, obligations, receivables and liabilities under licenses related to Profile and Lotus Notes servers and the back-up system that remain with BPH S.A.; 14/16

15 3) related to Enterprise license agreements, such as Symantec Antivirus and Microsoft Windows (including Windows Server and MS Office) in a number proportional to the number of the Transferred Branches, or the number of employees moved to Pekao S.A.; 4) related to the IT equipment assigned to Pekao S.A. pursuant to Section , item 2 above; 5) related to sundry IT software, such as MS Project and Visio, used by the Transferred Branches, Corporate Centers and Macroregions; and 6) related to the sundry IT software assigned to employees of the Head Office and the Brokerage House in a number proportional to the number of employees moved to Pekao S.A Trademarks Pekao S.A. shall obtain the rights, obligations, receivables and liabilities under the trademarks referred to in Table Copyright The rights, obligations, receivables and liabilities resulting from the copyrights specified in Table 13 shall be vested in Pekao S.A. 3. Administrative decisions, permits, concessions, relieves As a part of the spin-off, Pekao S.A. shall obtain the administrative decisions, permits, concessions and relieves granted to BPH S.A. necessary for the activities of the Transferred Units, including in particular those listed in Table 14. In addition, new administrative decisions, permits, concessions or relieves related to the operation of the Transferred Units granted or issued before the Spin-off Date shall also be vested in Pekao S.A. 4. Tax receivables and liabilities The rights, obligations, receivables and liabilities on account of taxes and other public imposts concerning the Transferred Units shall be allocated to Pekao S.A., including those arising before the Spin-off Date. 5. Employees In relation to separating the elements of BPH S.A. s property and vesting it in Pekao S.A., some of BPH S.A. s employees shall be transferred to Pekao S.A. and others shall remain with BPH S.A. The legal standing of the employees transferred to Pekao S.A. is determined by Art of the Labor Code. The employees employed at the Transferred Branches, Corporate Centers and Macroregions shall be transferred to Pekao S.A. Pekao S.A. shall become a party to employment relationships with those employees of the Head Office and the Brokerage House who on the Spin-off Date shall be in charge of the tasks and perform the duties functionally related to the portion of the Head Office and the Brokerage House allocated to Pekao S.A. The funds from BPH S.A. s Social Benefits Fund shall be split between BPH S.A. and Pekao S.A. pursuant to the provisions of Art. 7 Section 3b - 3d of the Act on Social Benefits Funds of April 4, /16

16 The rights, obligations, receivables and liabilities under loan agreements funded from the Social Benefits Fund and concluded with BPH S.A. s employees transferred to Pekao S.A., pursuant to the provisions of Art of the Labor Code shall be assigned to Pekao S.A. together with these employees. Retired employees and pensioners employed at the Transferred Branches, Corporate Centers and Macroregions prior to the termination of their employment relationships shall acquire in Pekao S.A. the rights to benefits as provided for in the regulations binding in Pekao S.A. 6. List of court proceedings Pekao S.A. shall obtain the claims and liabilities related to the operations of the Transferred Units that are subject to court proceedings, including enforcement proceedings, administrative and arbitration proceedings, pending or concluded on the Spin-off Date. A list of court proceedings as at October 1, 2006, is provided in Table ATMs Pekao S.A. shall obtain the right to use BPH S.A. s ATMs situated in the locations specified in Table 16. Should any new ATMs be installed in the Transferred Units or for the purposes of the Transferred Units, all assets related to those ATMs shall be vested in Pekao S.A. Additionally, Pekao S.A. shall obtain the rights, obligations, receivables and liabilities related to the agreements for the lease (najem) of the floor space where the ATMs vested in Pekao S.A. are located, and any improvements effected therein, together with the property elements connected thereto. Appendixes: Pursuant to provisions of Art of the CCC, the following documents have been appended hereto: 1) Draft resolution of the General Meeting of Pekao S.A. regarding the integration of Pekao S.A. with BPH S.A. performed by the spin-off of BPH S.A. through the transfer of a part of BPH S.A. s property in the form of an organized part of an enterprise to Pekao S.A. 2) Draft resolution of the General Meeting of BPH S.A. regarding the integration of BPH S.A. with Pekao S.A. performed by the spin-off of BPH S.A. through the transfer of a part of BPH S.A. s property in the form of an organized part of an enterprise to Pekao S.A. 3) Draft amendments to Pekao S.A. s Statute. 4) Determination of the value of BPH S.A. s property as of October 1, ) Declaration on the accounting status of BPH S.A. made for the purposes of the spinoff as of October 1, ) Declaration on the accounting status of Pekao S.A. made for the purposes of the spinoff as of October 1, On behalf of Bank Polska Kasa Opieki Spółka Akcyjna On behalf of Bank BPH Spółka Akcyjna 16/16

17 BPH S.A. Spin-off Plan Table 1 Assets and liabilittes - pro forma includes properties which as a result of division are attributed to Pekao PLN'000 As at 01 October 2006 Assets Cash and balances with the central bank Trading assets Loans and advances to, and placements with banks incl.: loan impairment -590 Loans and advances to customers incl.: loan impairment Other financial assets Property and equipment Intangible assets Assets of disposal group classifield as held for sale Other assets incl.: deferred tax assets Total assets PLN'000 As at 01 October 2006 Liabilities Amounts owed to the central bank 0 Amounts owed to banks Amounts owed to customers Liabilities evidenced by certificates Provisions incl.: deferred Income tax provision Trading liabilities Other liabilities Shareholders' equity total Total liabilities and shareholders' equity

18 BPH S.A. Spin-off Plan Table 2 Transferred Branches as of October 1, No. Name of the Branch Second location (operation's room) Locality 1 Branch in Bialsko-Biała ul. ks. Stanisława Stojałowskiego 23 - Bielsko-Biała 2 Branch in Bialsko-Biała ul. Grażyńskiego Bielsko-Biała 3 Branch in Kozy ul. Krakowska 2 - Kozy 4 Branch in Szczyrk ul. Beskidzka 4 - Szczyrk 5 Branch in Bialsko-Biała ul. R. Dmowskiego 16 - Bielsko-Biała 6 Branch in Oświęcim ul. Władysława Jagiełły 12 - Oświęcim 7 Branch in Oświęcim ul. Wróblewskiego 1 - Oświęcim 8 Branch in Oświęcim ul. Chemików 1 - Oświęcim 9 Branch in Chełmek ul. Brzozowa 1 - Chełmek 10 Branch in Wadowice ul. Lwowska 9 - Wadowice 11 Branch in Andrychów ul. Krakowska Andrychów 12 Branch in Kalwaria Zebrzydowska ul. Rynek 2 - Kalwaria Zebrzydowska 13 Branch in Katowice al. Wojciecha Korfantego 56 - Katowice 14 Branch in Chrzanów al. Henryka 20 - Chrzanów 15 Branch in Krzeszowice Rynek 34 - Krzeszowice 16 Branch in Libiąż ul. Wojska Polskiego 2 - Libiąż 17 Branch in Trzebinia Rynek 23 - Trzebiniaa 18 Branch in Gliwice ul. Prymasa Stefana Wyszyńskiego 6 - Gliwice 19 Branch in Gliwice ul. Błonie 6 - Gliwice 20 Branch in Gliwice ul. A. Opla 1 - Gliwice 21 Branch in Knurów ul. Thomasa Woodrowa Wilsona 8 - Knurów 22 Branch in Mysłowice ul. Mikołowska 6 - Mysłowice 23 Branch in Mysłowice ul. Świerczyny 3 - Mysłowice 24 Branch in Tychy ul. Turyńska Tychy 25 Branch in Imielin ul. Imielińska 87 - Imielin 26 Branch in Rybnik ul. 3 Maja 10 ul. Bolesława Chrobrego 8 Rybnik 27 Branch in Rybnik ul. Rymera 4 - Rybnik 28 Branch in Żory Rynek 4 - Żory 29 Branch in Jastrzębie Zdrój al. Piłsudskiego 2a - Jastrzębie Zdrój 30 Branch in Jankowice ul. Równoległa 4 - Jankowice 31 Branch in Jejkowice ul. Główna 38a - Jejkowice 32 Branch in Kielce al lecia Państwa Polskiego 4 - Kielce 33 Branch in Kielce ul. Sandomierska Kielce 34 Branch in Kraków ul. Józefińska 18 - Kraków 35 Branch in Kraków ul. Rydlówka 5 - Kraków 36 Branch in Kraków ul. Wielicka Kraków 37 Branch in Kraków ul. Gronostajowa 3 - Kraków 38 Branch in Kraków ul. Wielicka 72 - Kraków 39 Branch in Skawina ul. J. Piłsudskiego 10 - Skawina 40 Branch in Kraków ul. Na Zjeździe 11 - Kraków 41 Branch in Kraków ul. Zakopiańska 58 - Kraków 42 Branch in Kraków ul. Mały Płaszów 4 - Kraków 43 Branch in Świątniki Górne ul. Bruchnalskiego 4 - Świątniki Górne 44 Branch in Kraków ul. Pijarska 1 - Kraków 45 Branch in Kraków ul. Balicka 18A - Kraków 46 Branch in Kraków ul. Czysta 21 - Kraków 47 Branch in Kraków ul. Gołębia 24 - Kraków 48 Branch in Kraków ul. Kazimierza Wielkiego 75 - Kraków 49 Branch in Kraków os. Centrum B 1 - Kraków 50 Branch in Kraków os. Bohaterów Września 39 - Kraków 51 Branch in Kraków os. Kolorowe 10 - Kraków 52 Branch in Kraków ul. Ujastek 1 - Kraków 53 Branch in Kraków os. Na Wzgórzach 32 - Kraków 54 Branch in Kraków os. Tysiąclecia 42 - Kraków 55 Branch in Kraków os. Teatralne 19 - Kraków 56 Branch in Kraków Rynek Główny 47 - Kraków 57 Branch in Kraków ul. Łukasiewicza 3 - Kraków 58 Branch in Kraków ul. Bajana 4 - Kraków 59 Branch in Kraków ul. Kopernika 36 - Kraków 60 Branch in Kraków ul. Podgórska 34 - Kraków 61 Branch in Kraków ul. Wielopole 1 - Kraków 62 Branch in Kraków al. Pokoju 1 - Kraków 63 Branch in Kraków ul. Juliana Dunajewskiego 8 - Kraków 64 Branch in Balice ul. kpt. M. Medweckiego 1 - Balice 65 Branch in Nowy Sącz ul. Jagiellońska 26 - Nowy Sącz 66 Branch in Rzeszów ul. Juliusza Słowackiego 5 - Rzeszów 67 Branch in Rzeszów ul. Bernardyńska 7 - Rzeszów 68 Branch in Rzeszów ul. Hetmańska Rzeszów

19 No. Name of the Branch Second location (operation's room) Locality 69 Branch in Rzeszów ul. 8 Marca 4 - Rzeszów 70 Branch in Stalowa Wola ul. Poniatowskiego 4 - Stalowa Wola 71 Branch in Dębica ul. Tadeusza Kościuszki 6 - Dębica 72 Branch in Dębica ul. 1 Maja 1 - Dębica 73 Branch in Sosnowiec ul. gen. Zaruskiego 11 - Sosnowiec 74 Branch in Sosnowiec ul. Małachowskiego 3 - Sosnowiec 75 Branch in Zabrze pl. Warszawski 9 - Zabrze 76 Branch in Kęty ul. Adama Mickiewicza 6b - Kęty 77 Branch in Kęty ul. T. Kościuszki Kęty 78 Branch in Sucha Beskidzka ul. Adama Mickiewicza 48 - Sucha Beskidzka 79 Branch in Żywiec ul. Kościuszki 46 - Żywiec 80 Branch in Żywiec ul. Fabryczna 5 - Żywiec 81 Branch in Dąbrowa Górnicza ul. 3 Maja 11 - Dąbrowa Górnicza 82 Branch in Zawiercie ul. Obrońców Poczty Gdańskiej 95 - Zawiercie 83 Branch in Dąbrowa Górnicza al. Piłsudskiego 90 - Dąbrowa Górnicza 84 Branch in Zawiercie ul. Powstańców Śląskich 13 - Zawiercie 85 Branch in Olkusz ul. Króla Kazimierza Wielkiego 49 - Olkusz 86 Branch in Klucze ul. Zawierciańska 10 - Klucze 87 Branch in Bukowno ul. Nowa 1 - Bukowno 88 Branch in Szczucin Rynek 1 - Szczucin 89 Branch in Jędrzejów ul. Partyzantów 3 - Jędrzejów 90 Branch in Sędziszów ul. Przemysłowa 9 - Sędziszów 91 Branch in Końskie ul. Zamkowa 12 - Końskie 92 Branch in Stąporków ul. J. Piłsudskiego Stąporków 93 Branch in Końskie ul. Krakowska 44 - Końskie 94 Branch in Ostrowiec Świętokrzyski ul. Wardyńskiego 11 - Ostrowiec Świętokrzyski 95 Branch in Skarżysko-Kamienna ul. Bankowa 8 - Skarżysko-Kamienna 96 Branch in Myślenice Rynek 4 ul. Gałczyńskiego 9 Myślenice 97 Branch in Myślenice ul. Hipolita Cegielskiego 2 - Myślenice 98 Branch in Sułkowice ul. 1 Maja 70 - Sułkowice 99 Branch in Wieliczka ul. Władysława Sikorskiego 8 - Wieliczka 100 Branch in Wieliczka ul. Park Kingi 1 - Wieliczka 101 Branch in Niepołomice Rynek 16 - Niepołomice 102 Branch in Gorlice ul. Władysława Jagiełły 6 - Gorlice 103 Branch in Limanowa ul. Jana Pawła II 19 - Limanowa 104 Branch in Nowy Targ Rynek 4 - Nowy Targ 105 Branch in Rabka Zdrój ul. Kilińskiego 1 - Rabka Zdrój 106 Branch in Mszana Dolna ul. Spadochroniarzy 6 - Mszana Dolna 107 Branch in Zakopane ul. Krupówki 19 - Zakopane 108 Branch in Opole pl. Wolności 3 - Opole 109 Branch in Mielec ul. Partyzantów 25 - Mielec 110 Branch in Tarnów ul. Wałowa 10 - Tarnów 111 Branch in Bochnia ul. Kazimierza Wielkiego 9 - Bochnia 112 Branch in Białystok Rynek Kościuszki 7 - Białystok 113 Branch in Kuźnica Białostocka ul. Sokólska 26 - Kuźnica Białostocka 114 Branch in Mońki al. Niepodległości 9 - Mońki 115 Branch in Sokółka ul. Marsz. Józefa Piłsudskiego 5 - Sokółka 116 Branch in Bielsko Podlaskie ul. Adama Mickiewicza 53 - Bielsk Podlaski 117 Branch in Ciechanowiec pl. 3 Maja 25 - Ciechanowiec 118 Branch in Hajnówka ul. 3 Maja 34 - Hajnówka 119 Branch in Ciechanów Plac Jana Pawła II 8 - Ciechanów 120 Branch in Przasnysz ul. 3 Maja 13 - Przasnysz 121 Branch in Pułtusk ul. 17 Sierpnia 37 - Pułtusk 122 Branch in Nasielsk ul. Elektronowa Nasielsk 123 Branch in Maków Mazowiecki ul. Przasnyska 18 - Maków Mazowiecki 124 Branch in Działdowo pl. Mickiewicza 2/3 - Działdowo 125 Branch in Nidzica ul. Wolności 7 - Nidzica 126 Branch in Gdynia ul. Tadeusza Wendy Gdyniaa 127 Branch in Władysławowo ul. gen. Hallera 22 - Władysławowo 128 Branch in Hel ul. Wiejska 41 - Hel 129 Branch in Wejherowo ul. dr. A. Jagalskiego 10 - Wejherowo 130 Branch in Gdynia ul. 10 Lutego 24 - Gdynia 131 Branch in Gdańsk ul. Ogarna Gdańsk 132 Branch in Gdańsk ul. Czyżewskiego 38 - Gdańsk 133 Branch in Kolbudy ul. Wybickiego 32c - Kolbudy 134 Branch in Gdańsk ul. Milskiego 1 - Gdańsk 135 Branch in Gdańsk ul. Jana Uphagena 27 - Gdańsk 136 Branch in Gdańsk ul. Elżbietańska 4/8 - Gdańsk 137 Branch in Pruszcz Gdański ul. Wojciecha Kossaka 1 - Pruszcz Gdański 138 Branch in Gdańsk ul. Władysława Cieszyńskiego 36 - Gdańsk 139 Branch in Gdańsk ul. Franciszka Rakoczego 17 - Gdańsk 140 Branch in Lublin ul. Krakowskie Przedmieście 72 - Lublin

20 No. Name of the Branch Second location (operation's room) Locality 141 Branch in Lublin ul. Żywnego 10 - Lublin 142 Branch in Nałęczów al. Lipowa 3 - Nałęczów 143 Branch in Łódź al. Tadeusza Kościuszki 63 - Łódź 144 Branch in Pabianice ul. J. Piłsudskiego Pabianice 145 Branch in Łódź ul. Piotrkowska 58 - Łódź 146 Branch in Łódź ul. Piaski 4 - Łódź 147 Branch in Łódź ul. Plantowa 1a - Łódź 148 Branch in Łódź ul. Jana Karskiego 5 - Łódź 149 Branch in Łódź ul. Pilota Stanisława Wigury 21 - Łódź 150 Branch in Olsztyn ul. Dąbrowszczaków 11 ul. Mickiewicza 2 Olsztyn 151 Branch in Bartoszyce ul. Bohaterów Monte Cassino 1 - Bartoszyce 152 Branch in Dobre Miasto ul. Warszawska 12 - Dobre Miasto 153 Branch in Ostrów Mazowiecka ul. Grota Roweckiego 1 - Ostrów Mazowiecka 154 Branch in Wyszków ul. Gen. Sowińskiego 81a - Wyszków 155 Branch in Płock ul. Walecznych 4 - Płock 156 Branch in Płock ul. Tysiąclecia 10 - Płock 157 Branch in Grójec ul. Bankowa 11 - Grójec 158 Branch in Warka ul. Franciszkańska 2 - Warka 159 Branch in Tarczyn ul. Warszawska 11 - Tarczyn 160 Branch in Nowe Miasto nad Pilicą ul. 11 Listopada 41 - Nowe Miasto n. Pilicą 161 Branch in Radom ul. Tadeusza Kościuszki 2 - Radom 162 Branch in Białobrzegi ul. Władysława Reymonta 46 - Białobrzegi 163 Branch in Przysucha ul. Krakowska 33 - Przysucha 164 Branch in Szydłowiec pl. M. Konopnickiej 7 - Szydłowiec 165 Branch in Ełk ul. Juliusza Słowackiego 16 - Ełk 166 Branch in Olecko ul. 11 Listopada 8 - Olecko 167 Branch in Szczytno ul. Sienkiewicza 6a - Szczytno 168 Branch in Kętrzyn ul. Obrońców Westerplatte 1 - Kętrzyn 169 Branch in Giżycko ul. Dąbrowskiego 12 - Giżycko 170 Branch in Słupsk ul. Jana Kilińskiego 45a - Słupsk 171 Branch in Lubochnia ul. Tomaszowska 9 - Lubochnia 172 Branch in Czersk ul. J. Ostrowskiego 2 - Czersk 173 Branch in Brusy ul. Na Zaborach 1 - Brusy 174 Branch in Kraśnik ul. Tadeusza Kościuszki 7 - Kraśnik 175 Branch in Kolno ul. Wojska Polskiego 46 - Kolno 176 Branch in Myszyniec pl. Wolności 60 - Myszyniec 177 Branch in Kozienice ul. Batalionów Chłopskich 32/34 - Kozienice 178 Branch in Zwoleń ul. Jagiełły 17a - Zwoleń 179 Branch in Dąbrowa Białostocka pl. Kościuszki 1 - Dąbrowa Białostocka 180 Branch in Suwałki ul. Gen. T. Kościuszki 56 - Suwałki 181 Branch in Tomaszów Lubelski ul. Lwowska 53 - Tomaszów Lubelski 182 Branch in Warszawa ul. Chmielna Warszawa 183 Branch in Warszawa Al. Jerozolimskie Warszawa 184 Branch in Warszawa ul. Ogrodowa 31/35 - Warszawa 185 Branch in Warszawa Al. Jerozolimskie Warszawa 186 Branch in Warszawa ul. Jana Pawła II 23 - Warszawa 187 Branch in Warszawa ul. Nowogrodzka 11 - Warszawa 188 Branch in Warszawa ul. Krakowskie Przedmieście 29 - Warszawa 189 Branch in Warszawa ul. Królewska 27 - Warszawa 190 Branch in Warszawa ul. Nowy Świat 6/12 - Warszawa 191 Branch in Warszawa ul. Krucza Warszawa 192 Branch in Warszawa Al. Jerozolimskie 2 - Warszawa 193 Branch in Warszawa ul. Młynarska 16 - Warszawa 194 Branch in Warszawa ul. J. Słowackiego Warszawa 195 Branch in Warszawa ul. J. Bema 89 - Warszawa 196 Branch in Warszawa ul. A. Cieszkowskiego Warszawa 197 Branch in Warszawa ul. Hanki Czaki 2 - Warszawa 198 Branch in Warszawa ul. ks. Ignacego Kłopotowskiego 15 - Warszawa 199 Branch in Warszawa ul. L. Kondratowicza 20 - Warszawa 200 Branch in Warszawa ul. Przylesie 3 - Warszawa 201 Branch in Warszawa ul. Targowa 81 - Warszawa 202 Branch in Warszawa ul. Modlińska Warszawa 203 Branch in Warszawa ul. Pasłęcka 8d - Warszawa 204 Branch in Warszawa ul. Grochowska 124/126 - Warszawa 205 Branch in Warszawa ul. Grochowska Warszawa 206 Branch in Warszawa ul. Poligonowa 30 - Warszawa 207 Branch in Warszawa al. gen. A. Chruściela 28 - Warszawa 208 Branch in Warszawa ul. Jasna 1 - Warszawa 209 Branch in Warszawa ul. Świętokrzyska 12 - Warszawa 210 Branch in Warszawa pl. Defilad 1 - Warszawa 211 Branch in Warszawa ul. Wilcza 33 - Warszawa 212 Branch in Warszawa ul. Nowogrodzka 50 - Warszawa