Investor relations

reports

Report 5/2025

04.03.2025

Bank’s Management Board resolution on early redemption of series SN1 SNP bonds and expression of consent to the issue of subordinated capital bonds

UNOFFICIAL TRANSLATION

Bank Polska Kasa Opieki S.A. (the "Bank"), hereby informs that the Bank's Management Board on 4 March 2025 adopted resolution regarding the early redemption of series SN1 senior nonpreferred bonds on 3 April 2023 (the "series SN1 SNP Bonds"), in accordance with the series SN1 SNP Bonds Issue Terms and Conditions. The early redemption will take place on the Early Redemption Date on 3 April 2025 (“Early Redemption Date”) and will cover all the series SN1 SNP Bonds issued, i.e. 1,500 series SN1 SNP Bonds at their nominal value, for the total amount of PLN 750,000,000. On the Early Redemption Date, the Bank will pay the bondholders of the series SN1 SNP Bonds an amount equal to the sum of the nominal value of the series SN1 SNP Bonds and the amount of interest accrued from the start date of the interest period (inclusive) to the Early Redemption Date (exclusive) (“Redemption Amount”). The Redemption Amount will be paid to the bondholders of the series SN1 SNP Bonds who will hold the series SN1 SNP Bonds on the date of determining the right to the payment of benefits under the series SN1 SNP Bonds, i.e. 31 March 2025. The series SN1 SNP Bonds will be redeemed through and in accordance with the regulations of the Central Securities Depository of Poland.

Moreover, the Bank's Management Board on 4 March 2025 adopted resolution expressing consent to the issue of subordinated capital bonds referred to in article 27a(1)(b) of the Bond Law of 15 January 2015, with a planned total nominal value not exceeding PLN 500,000,000 (in words: five hundred million zlotys) (the “Bonds”). The final total nominal value of the Bonds may be increased in case of increased investor interest expressed in the course of book-building process. After obtaining the approval of the Polish Financial Supervision Authority, the Bonds will be classified as Tier 2 capital instruments.

The nominal value of one Bond will be PLN 500,000 (in words: five hundred thousand zlotys). The detailed terms of the issue and the exact size of the issue of Bonds will be determined at a later date, taking into account inter alia results of the book-building process among investors and the situation on the bond market. Bank will inform about the detailed terms of the issue of Bonds in a separate current report.

The Bonds may be issued in one or more series. The Bonds will be unsecured. The offer of Bonds will be carried out exclusively on the territory of Poland. The Bonds will be offered in a manner which shall not trigger the obligation to draw up a prospectus, because the Bonds will be issued in accordance with article 33 point 1) of the  Bond Law of 15 January 2015, and proposals for the purchase of Bonds will be addressed solely to qualified investors only within the meaning of article 2 letter e of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC.

The considered time of the commencement of Bonds issue process is March 2025, subject to the reservation that it depends on the situation on the bond market.

Legal basis: Article 17.1 of MAR – inside information