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reports

Report 54/2025

20.11.2025 17:58

Completion of subscription of Tier 2 subordinated Eurobonds series 5 with a total nominal value of 500,000,000 EUR to be issued under EMTN Programme

UNOFFICIAL TRANSLATION

Bank Polska Kasa Opieki Spółka Akcyjna ("Bank") announces that on 20 November 2025 it closed the subscription of Tier 2 subordinated  Eurobonds series 5 with a total nominal value of 500,000,000 EUR due 27 February 2036 ("Eurobonds"). The Eurobonds will be issued by the Bank under its medium-term eurobond issuance programme ("EMTN Programme"), about the establishment of which the Bank informed in the current report No. 24/2023, and, pursuant to the base prospectus approved by the Commission de Surveillance du Secteur Financier in Luxembourg on 6 May 2025. The Eurobonds are expected to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange and the Warsaw Stock Exchange and listed on the Official List of the Luxembourg Stock Exchange. 

The Bank also publishes the following information regarding the Eurobonds:
1.    subscription start date: 20 November 2025
2.    subscription end date: 20 November 2025
3.    date of allotment of Eurobonds: 20 November 2025
4.    number of Eurobonds covered by the subscription: 5,000 (with a total nominal value of 500,000,000 EUR)
5.    the reduction rate of the Eurobonds allocated in one tranche was 64.93%
6.    number of Eurobonds subscribed: 14,259  (with a total nominal value of 1,425,900,000 EUR)
7.    number of Eurobonds allocated under the subscription: 5,000 (with a total nominal value of  500,000,000 EUR)
8.    price of acquisition of Eurobonds: 100% of the nominal value
9.    margin determining the interest rate for the Eurobonds: 155 basis points
10.    the Eurobonds will be issued for a period of 10 years and 3 months with an option for early redemption by the Bank 5 years and 3 months after issue (10.25NC5.25)
11.    number of persons who subscribed for the Eurobonds: 83
12.    number of persons to whom the Eurobonds were allotted under the subscription: 76
13.    name(s) of the underwriters who subscribed for the Eurobonds in the performance of the underwriting agreements, with an indication of the number of securities which they subscribed for, together with the actual unit price per security, being the issue price, after deduction of the consideration for subscribing the security, acquired by the underwriter, in the performance of the underwriting agreement: there were no underwriters involved in the issue who subscribed for the Eurobonds in performance of underwriting agreements: not applicable
14.    the value of the subscription, understood as the product of the number of Eurobonds issued and the issue price: 500,000,000 EUR 
15.    the Bank will make the information regarding the amount of the total costs that have been included in the costs of the issuance publicly available in a separate current report once all payments related to the issue have been received and accepted
16.    the Bank will make the information regarding the average cost of carrying out the subscription per unit of Eurobonds subscribed publicly available in a separate current report once all issue payments have been received and accepted
17.    the Eurobonds will be paid for by transfer to the Bank's account.

The anticipated issue date of the Eurobonds is 27 November 2025.

Following the consent of the Polish Financial Supervision Authority, the Bonds will be classified as Tier 2 instruments of the Bank within the meaning of Article 63 of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and amending Regulation (EU) No 648/2012.

Legal basis: §17(1) of the Regulation of the Minister of Finance of 6 June 2025 on current and periodic information provided by issuers of securities and conditions for recognising as equivalent information required by the laws of a non-member state.