Commentary & Deal Flow

IPTs: MS+175bp area

• Issuer: Bank of Valletta p.l.c.
• Issuer LEI: 529900RWC8ZYB066JF16
• Issuer Ratings: BBB by S&P (stable) / BBB by Fitch (stable)
• Expected Issue Rating: BBB (Fitch)
• Issue Type: EUR Fixed Rate Reset Callable Senior Preferred Notes due May 2032 (“Notes”)
• Issue Size: €300m (WNG)
• IPTs: MS+175bps area
• Pricing Date: 20-May-26
• Settlement Date: 28-May-26 (T+6)
• Maturity Date: 28-May-32
• Reset Date: 28-May-31
• Status: Senior Preferred, direct, unconditional, unsecured and unsubordinated obligations of the Issuer, which will at all times rank pari passu without any preference among themselves and claims in respect of any Notes will rank pari passu with all other present and future Ordinary Unsecured Claims in the event of winding-up of the Issuer
• Waiver of Set-Off: Claims in respect of any Notes may not be set-off, netted or be the subject of a counterclaim
• Format: Registered, New Safekeeping Structure
• Contractual recognition of statutory Bail-in Power: Each Noteholder acknowledges and agrees to be bound by the exercise of any Bail-in Power by the Relevant Authority
• Issuer Call Option: The Issuer may, subject to Condition 10 redeem the Notes in whole, but not in part, on 28-May-31 (“Optional Redemption Date”) at the Principal Amount together with any accrued and unpaid interest
• Optional Redemption Amount: 100% of the Principal Amount
• Early Redemption: Subject to certain conditions, Notes will also be redeemable at the option of the Issuer prior to maturity (i) upon the occurrence of a Tax Event or (ii) upon the occurrence of an MREL Disqualification Event, in each case, at par
• Substitution / Variation: Subject to certain conditions, upon the occurrence of an Alignment Event, a Tax Event, an MREL Disqualification Event, or in order to ensure the effectiveness and enforceability of Condition 24 (Agreement and Acknowledgement with Respect to the Exercise of Bail-in Power), the Issuer may in its sole and absolute discretion, at any time (without any requirement for the consent or approval of the Holders), either substitute all (but not some only) of the Notes for, or vary the terms of the Notes so that, in either case, they remain or, as appropriate, become, Qualifying Senior Preferred Notes, and in either case may change the governing law of Condition 23 (Governing law and Jurisdiction) from English law to Maltese law
• Enforcement Events and Remedies: Limited as set out in Condition 14 (Enforcement Event and Remedies)
• Interest: Fixed rate of [•]% per annum from (and including) the Settlement Date to (but excluding) the Reset Date. From the Reset Date, fixed rate per annum equal to the Reoffer Spread plus the 1yr Mid-Swap Rate on the Reset Determination Date
• Interest Payment Dates: On 28 May each year, commencing on 28-May-27 up to (and including) the Maturity Date
• Use of Proceeds: To strengthen the MREL base of the Group, and for general financing purposes of the Group
• Joint Bookrunners: Citi (B&D), UBS Investment Bank
• Co-Manager: Bank of Valletta p.l.c.
• Minimum denomination / increment: €100,000 and integral multiples of €1,000 in excess thereof
• Day Count Fraction: Act/Act ICMA, following unadjusted
• Business Days: TARGET
• Stabilisation (ICMA): Yes
• ISIN / Common Code: XS3375198226 / 337519822
• Listing: Regulated Market of the Irish Stock Exchange plc, trading as Euronext Dublin
• Governing Law: The Notes, the Agency Agreement and the Deed of Covenant, and any non-contractual obligations arising out of or in connection therewith, will be governed by English law; except that Condition 4 (Status), Condition 24 (Agreement and Acknowledgement with Respect to the Exercise of Bail-in Power) and any non-contractual obligations arising out of or in connection therewith will be governed by Maltese law
• Documentation: €650,000,000 EMTN Programme of the Bank of Valletta p.l.c.; Base Prospectus dated 15-May-26
• Clearing Systems: Clearstream and Euroclear
• Target Market: Manufacturer target market is eligible counterparties and professional clients only (all distribution channels) / No EEA PRIIPs KID or disclosure document required by the FCA Product Disclosure Sourcebook DISC has been or will be prepared as not available to retail in the EEA or in the UK.
• Selling Restrictions: U.S. (Reg. S Cat. 2, TEFRA not applicable), U.K., EEA, Malta, Belgium, France, Italy, Japan, Hong Kong, Singapore, Spain. General, as further set out in the Base Prospectus
• NetRoadshow: Direct Link: www.netroadshow.com/nrs/home/#!/?show=59d0d8fd OR www.netroadshow.com | Entry Code: Atlas_26
• Timing: Today’s business