Issuance of subordinated bonds of Bank Pekao S.A.

UNOFFICIAL TRANSLATION

19.10.2017 - Report 54/2017: Management Board resolution on issuance of subordinated bonds of Bank Polska Kasa Opieki Spółka Akcyjna

Referring to information on the initiation of a book-building process in connection with the preparation of a non-public issue of subordinated bonds of Bank Polska Kasa Opieki S.A., reported on 51/2017 from 22nd September 2017 r., the Management Board of Bank Polska Kasa Opieki Spółka Akcyjna ("Bank") hereby informs that after the end of the book-building process on 19th October, 2017 it passed a resolution on issuance of subordinated bonds in accordance with Art. 22 of the Act of 15th January, 2015 on bonds and the allocation of funds from the issue - after obtaining the approval of the Polish Financial Supervision Authority - to increase the supplementary funds of the Bank pursuant to Art. 127 sec. 2 pt. 2 of the Banking Law and Art. 63 of Regulation of the European Parliament and of the Council (EC) No 575/2013 of 26th June, 2013 on prudential requirements for credit institutions and investment firms and amending the Regulation (UE) nr 648/2012

At the same time, the Bank's Management Board informs that due to the significant interest of investors expressed during the book-building process, the Bank decided to increase the original amount of the issue from 1,0 bn to 1,25 bn PLN.

The main terms and conditions of the issue of subordinated bonds covered by the Bank's Management Board's decision are as follows::

1. Type of bonds: bearer bonds, not having a document form;

2. Total nominal value of the issue: PLN 1,250,000,000 (in words: one billion two hundred fifty millions Polish zlotys);

3. Unit nominal value of the issue: PLN 1,000;

4. Bond interest rate: variable, based on the WIBOR6M reference rate, increased by a fixed margin of 1.52%;

5. Format of issue: 10NC5, ten-year maturity bonds, with a reserved call option giving the Bank the right to redeem all bonds within 5 years from the issue date, subject to the approval of the KNF;

6. Issue price equal to the nominal value;

7. Issue date: 30th October, 2017;

8. Maturity date: 29th October, 2027, subject to the possibility of their early redemption on the terms described in point 5;

9. Records and turnover: the records of subordinated bonds will be kept by KDPW, subordinated bonds will be placed on the Catalyst ASO market.

Legal basis: Article 17 (1) of MAR - confidential information