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MESSAGE _ENGLISH VERSION_
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UNOFFICIAL TRANSLATION19.03.2025 - Report 12/2025: Decision
on the issue of series E subordinated capital bondsBank
Polska Kasa Opieki Spółka Akcyjna _the "Bank"_,
with reference to current report No. 5/2025 of 4 March 2025 concerning
the resolution of the Bank's Management Board on the early redemption of
SNP series SN1 bonds and the consent to the issue of subordinated
capital bonds, hereby informs that, after the completion of the
book-building process, a decision was made on 19 March 2025 for the Bank
to issue of series E subordinated capital bonds _"Bonds"_
referred to in Article 27a_1__b_ of the Act on bonds of 15 January 2015.At
the same time, the Bank informs that due to the significant interest of
investors expressed in the course of the book-building process, it has
decided to increase the originally assumed issue amount of PLN
500,000,000 to PLN 750,000,000.The total nominal value of the
issued Bonds is PLN 750,000,000 _in words: seven hundred fifty million
zlotys_.The Bonds are offered based on the exception from the
obligation to prepare a prospectus provided for in Article 1_4__a_ 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 _"Prospectus Regulation"_ by
offering them only to qualified investors within the meaning of Article
2_e_ of the Prospectus Regulation.The main terms and conditions
of the Bond issue are as follows:1. Type of Bonds: subordinated
capital Bonds, as referred to in Article 27a_1__b_ of the Act of 15
January 2015, on bonds, registered on the issue date in the securities
depository maintained by the National Depository for Securities _Krajowy
Depozyt Papierów Wartościowych S.A._;2. Total number of
Bonds issued: 1,500 _in words: one thousand five hundred_;3. Unit
nominal value of Bonds: PLN 500,000 _in words: five hundred thousand
zlotys_;4. Total nominal value of Bonds issued: PLN 750,000,000 _in
words: seven hundred fifty million zlotys_;5. Interest rate:
variable, based on the WIBOR 6M reference rate plus a margin of 1,85%
p.a.;6. Issue price: equal to the nominal value;7. Currency:
Polish zloty;8. Issue date: 4 April 2025;9. Redemption date: 4
April 2035, subject to the possibility of their earlier redemption by
the Bank, provided that the conditions for such redemption are met,
including in particular the conditions set out in Articles 77 and 78 of
the 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;10. Trading:
the Bonds will be introduced to the Catalyst alternative trading system
operated by the Warsaw Stock Exchange;11. Purpose of the issue: the
purpose of the issue, within the meaning of Article 32_1_ of the Act of
15 January 2015 on bonds, has not been specified.After obtaining
the consent of the Polish Financial Supervision Authority, the Bonds
will be classified as Tier II instruments.Legal basis: Article
17_1_ MAR - inside information
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RB: Decyzja o emisji podporządkowanych obligacji kapitałowych serii E
