MB resolutions on issuance of subordinated bonds

UNOFFICIAL TRANSLATION

04.10.2018 - Report 22/2018: Management Board resolutions on issuance of subordinated bonds of Bank Polska Kasa Opieki Spółka Akcyjna

In reference to the Current Report No. 20/2018 of September 11, 2018 regarding the consent to the non-public issue of subordinated bonds of Bank Polska Kasa Opieki S.A. ("Bank"), the Bank hereby informs that after completion of the book building process, the Bank's Management Board adopted resolutions regarding the issue of two series (series B and series C) of subordinated bonds of the Bank. The total nominal value of both series of the bonds to be issued is PLN 750,000,000 (in words: seven hundred and fifty million zlotys). The issue amount reflects situation on the bond market and the current capital requirements of the Bank.

After obtaining the approval of the Polish Financial Supervision Authority ("PFSA"), the bonds will be classified as Tier 2 instruments.

The main conditions for the issue of the series B subordinate bonds of the Bank are as follows:

1. Type of bonds: bearer bonds; the bonds will not have a documentary form and the bonds will be registered on the issue date in the deposit of securities maintained by the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.);

2. Total number of bonds to be issued: 1,100 (in words: one thousand one hundred);

3. The nominal value of one bond: PLN 500,000 (in words: five hundred thousand zlotys);

4. The total nominal value of bonds to be issued: PLN 550,000,000 (in words: five hundred and fifty million zlotys);

5. Interest rate: floating, based on the reference rate of WIBOR for six months deposits (WIBOR 6M) plus a margin of 1.55 percentage points;

6. Format of issue: 10NC5, i.e. bonds with 10- year maturity, with a reserved call option giving the Bank the right to redeem the bonds earlier, after 5 years from the date of issue or in other cases indicated in the terms and conditions of the bonds (no approval by the PFSA for being classified as a Tier 2 instrument, changes in the regulatory classification of bonds, change in taxation of bonds), subject to the approval of the PFSA , if such approval will be required;

7. Issue price: equal to the nominal value;

8. Currency: Polish zloty;

9. Issue date: October 15, 2018;

10. Maturity date: October 16, 2028, subject to the possibility of their early redemption on the terms described in point 6 directly above;

11. Trading: Bonds to be traded on the alternative trading system of debt securities on the Catalyst market maintained by the Bondspot S.A or Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.).

12. Purpose of the issue: the purpose of the issue, within the meaning of Article 32 Section 1 of the Act of January 15, 2015 on bonds, has not been specified.

The main conditions for the issue of the series C subordinate bonds of the Bank are as follows:

1. Type of bonds: bearer bonds; the bonds will not have a documentary form and the bonds will be registered on the issue date in the deposit of securities maintained by the National Depository for Securities (Krajowy Depozyt Papierów Wartościowych S.A.);

2. Total number of bonds to be issued: 400 (in words: four hundred);

3. The nominal value of one bond: PLN 500,000 (in words: five hundred thousand zlotys);

4. The total nominal value of bonds to be issued: PLN 200,000,000 (in words: two hundred million zlotys);

5. Interest rate: floating, based on the reference rate of WIBOR for six months deposits (WIBOR 6M) plus a margin of 1.80 percentage points;

6. Format of issue: 15NC10, i.e. bonds with 15-year maturity, with a reserved call option giving the Bank the right to redeem the bonds earlier, after 10 years from the date of issue or in other cases indicated in the terms and conditions of the bonds (no approval by the PFSA for being classified as a Tier 2 instrument, changes in the regulatory classification of bonds, change in taxation of bonds), subject to the approval of the PFSA, if such approval will be required;

7. Issue price: equal to the nominal value;

8. Currency: Polish zloty;

9. Issue date: October 15, 2018;

10. Maturity date: October 14, 2033, subject to the possibility of their early redemption on the terms described in point 6 directly above;

11. Trading: Bonds to be traded on the alternative trading system of debt securities on the Catalyst market maintained by the Bondspot S.A or Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.).

12. Purpose of the issue: the purpose of the issue, within the meaning of Article 32 Section 1 of the Act of January 15, 2015 on bonds, has not been specified.

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