Commentary & Deal Flow

Book Update: Books above €1bn (excl. JLMs)

IPTs: MS+200bp area

• Issuer: Bank Millennium S.A.
• LEI: 259400OFDZ9KPZEO8K78
• Issuer Rating: Baa1 / BBB (Moody's / Fitch, stable outlook from both agencies)
• Exp. Issue Rating: Ba1 (Moody's)
• Status: Tier 2 Subordinated Notes as further specified in Condition 2.3 (a) (ii)
• Form of the Notes: RegS (Cat 2) only, Bearer form, TEFRA D rules apply, New Global Note("NGN")
• Size: exp. €400mn
• Maturity Date: 27-Aug-36
• Settlement: 27-May-26 (T+5)
• IPTs: MS+ 200bps area
• Coupon: [●]% Fixed Rate, payable annually in arrears until the Optional Redemption Date (Fixed Rate Period). If not called on the Optional Redemption Date, a reset fixed rate of interest per annum is determined as the sum of the then prevailing 5-year EUR Mid-Swap Rate (EUAMDB05) plus the Reset Spread, payable annually in arrears
• Reset Date: 27-Aug-31
• Optional Redemption Date: 27-Aug-31
• Issuer Call: The Notes may be redeemed at the option of the Issuer on any calendar day during the three-month period commencing on (and including) 27-May-31 to (and including) the Reset Date, at par (being the Optional Redemption Amount) together with accrued interest to (but excluding) the date of redemption, and subject to the prior consent of the relevant Competent Authority in accordance with Relevant Regulations, and as further specified in Condition 7.6
• Waiver of Set-Off: Applicable
• Redemption for tax reasons: Applicable. The Notes may be redeemed at the option of the Issuer, in whole but not in part, at any time upon the occurrence of certain Events as set out in Condition 7.2, and subject to certain conditions set out in Condition 7.5
• Early Redemption due to Capital Disqualification Event: Applicable. The Notes may be redeemed at the option of the Issuer, in whole but not in part, at any time upon the occurrence of a Capital Disqualification Event as defined in Condition 7.3, subject to certain conditions set out in Condition 7.5
• Clean-up Call: Applicable with a Clean-up Call Threshold [25%] and as further specified in Condition 7.7
• Substitution & Variation: Applicable
• Events of default: None, subject to Condition 10.3 in case of liquidation or winding up
• Bail-in Acknowledgment: Each Noteholder acknowledges and agrees to be bound by the exercise of any Bail-in Power by the Relevant Resolution Authority
• Recognition of Stay Powers: Each Noteholder acknowledges and accepts that the Notes may be subject to the exercise of Stay Powers as further specified in Condition 21
• Day Count Fraction: Actual/Actual ICMA, unadjusted (Fixed Rate)
• Business Days: TARGET2
• Listing: Luxembourg Stock Exchange's regulated market
• Law: English law, except certain conditions governed by Polish law
• ISIN: XS3381223067
• Denoms: €100k
• Global Coordinator: UniCredit
• Bookrunners / Joint Leads: BofA Securities, Erste Group, Millennium bcp, UniCredit (B&D)
• Documentation: Issued off the Issuer’s Euro 3 billion Euro Medium Term Note Programme with Base Prospectus dated 11-May-26 as supplemented on 15-May-26
• Target market: Manufacturer target market (MIFID II and UK MIFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA PRIIPs Key Information Document (KID) or UK PRIIPs KID/CCI product summary has been prepared as not available to retail in EEA or the UK.
• Fees: The Banks will be paid a fee by the Issuer in respect of the placement of the securities. Details of the fee may be made available to investors on request from your usual sales.
• Timing: Today’s business
• Advertisement: This communication is an advertisement and is not a prospectus. The Base Prospectus and the Final Terms, when available, will be published on the website of the Luxembourg Stock Exchange https://www.luxse.com