Commentary & Deal Flow

Launched: 4NC3: €750m @ MS+92bp - Books above €3.3bn+
Book Update: Books above €2bn
IPTs: 4NC3: MS+130bp area

• Issuer: Bank Polska Kasa Opieki S.A.
• Issuer’s LEI: 5493000LKS7B3UTF7H35
• Issuer Ratings: A-/BBB+ (S&P/Fitch)
• Expected Issue Rating: BBB (S&P)
• Description: 4NC3 Senior Non-Preferred
• Status of the Notes / Ranking: Senior Non-Preferred MREL Notes (as defined in Condition 3.2 (Status of the Senior Non-Preferred MREL Notes))
• Form of the Notes: Reg S Bearer Notes
• Format of the Notes: New Global Notes
• Size: €750m
• Schedule: Books to close at 12:00 UKT / 13:00 CET
• Trade Date: 27-May-26
• Settlement Date: 03-Jun-26 (T+5)
• Maturity Date: 03-Jun-30
• Reset Date: 03-Jun-29
• Optional Redemption Dates: 03-Jun-29 (First Optional Redemption Date) and any Interest Payment Date thereafter, excluding the Maturity Date
• Early Redemption at the Option of the Issuer (Issuer Call): The Issuer may, upon giving not less than 15 Business Days and not more than 45 Business Days' prior notice redeem all but not only some of the Notes then outstanding on the Optional Redemption Date and at the Optional Redemption Amount together with accrued interest, if any, to (but excluding) the Optional Redemption Date. Such early redemption shall only be possible if the conditions to redemption – including provisions of Condition 8.5 (Restrictions on early redemption or purchase) - set out in the Terms and Conditions are met.
• Coupon / Rate of Interest and Interest Payment Dates: Initial fixed rate of [●]% per annum from (and including) the Issue Date until (but excluding) the First Optional Redemption Date, payable annually in arrear commencing on 03-Jun-27. 3-month EURIBOR +[●]bps (3-month EURIBOR + original issue spread, no step-up) per annum from (and including) the First Optional Redemption Date to (but excluding) the Maturity Date, payable quarterly in arrear with the first interest payable on 03-Sep-29.
• Fixed Rate Note Day Count Fraction: ACT/ACT (ICMA), Modified Following
• Floating Rate Note Day Count Fraction: ACT/360, Modified Following
• Clean-up Call Option: Applicable. If 75% (“Clean-up Call Minimum Percentage”) (or more) of the principal amount outstanding of the Notes originally issued has been redeemed or purchased and subsequently cancelled, the Issuer may, from (and including) the Clean-up Call Effective Date, subject to Condition 8.5 (Restrictions on early redemption or purchase), having given not less than 15 days’ nor more than 30 days’ prior notice redeem all (but not some only) of the Notes then outstanding at the Clean-up Call Option Amount together with unpaid interest accrued to (but excluding) such date fixed for redemption.
• Clean-up Call Option Amount: 100% of principal amount
• Early Redemption due to MREL Disqualification Event: Applicable. If an MREL Disqualification Event has occurred and is continuing, the Issuer may upon giving not less than 30 days’ nor more than 60 days’ prior notice, redeem all, but not some only, of the Notes at their Early Redemption Amount together with interest accrued to (but excluding) the date of redemption, subject to compliance by the Issuer with Condition 8.4 (Early Redemption due to MREL Disqualification Event) and Condition 8.5 (Restrictions on early redemption or purchase).
• Redemption for tax reasons: Applicable at 100% of principal amount. In accordance with Condition 8.2 (Redemption for tax reasons), the Issuer may upon giving not less than 30 days’ nor more than 60 days’ prior notice, redeem in whole, but not in part, the Notes at their Early Redemption Amount together with interest accrued to (but excluding) the date of redemption, subject to compliance by the Issuer with Condition 8.5 (Restrictions on early redemption or purchase).
• Substitution and Variation: Applicable in accordance with Condition 12 (Substitution and Variation) and subject to obtaining the prior consent of the Relevant Resolution Authority if and as required therefor under Applicable Banking Regulations and in accordance with Applicable Banking Regulations in force at the relevant time. If at any time an MREL Disqualification Event or a circumstance giving rise to the right of the Issuer to redeem the Notes for taxation reasons under Condition 8.2 (Redemption for tax reasons) occurs and is continuing, or to ensure the effectiveness or enforceability of Condition 21 (Acknowledgment of Bail-in and Loss Absorption Powers), the Issuer may having given not less than 30 nor more than 60 days’ notice, either substitute all (but not some only) or modify the terms of all (but not some only) of such Notes so that they become or remain Qualifying Notes provided that such variation or substitution would not itself directly lead to a downgrade in any of the credit ratings solicited by the Issuer of the Notes as assigned to such Notes by any Rating Agency immediately prior to such variation or substitution (unless any such downgrade is solely attributable to the effectiveness and enforceability of Condition 21 (Acknowledgment of Bail-in and Loss Absorption Powers)).
• Waiver of Set-Off: Applicable; Each Holder of Notes shall be deemed to have waived any and all rights or claims of any holder of a Note against the Issuer for deduction, set-off, netting, compensation or counterclaim arising directly or indirectly under or in connection with any Note to the fullest extent permitted by applicable law in relation to all such actual and potential rights, claims and liabilities.
• Contractual Recognition of Statutory Loss Absorption Powers: Each Noteholder acknowledges and agrees to be bound by the exercise of Bail-in and Loss Absorption Powers by the Relevant Resolution Authority as per the Base Prospectus
• Events of Default: Condition 11.3 (Events of Default relating to Senior MREL Notes, Senior Non-Preferred MREL Notes or Senior Subordinated Notes and Tier 2 Subordinated Notes) applies
• Business Days: T2 business days
• Minimum Denomination / Increment: €100,000 + €1,000
• Listing: Regulated Market of the Luxembourg Stock Exchange and Regulated Market of the Warsaw Stock Exchange
• Governing Law: The Notes and any non-contractual obligations arising out of or in connection with the Notes will be governed by, and shall be construed in accordance with, English law, except for Conditions 3 (Status of the Notes), 21 (Acknowledgment of Bail-in and Loss Absorption Powers) and 22 (Recognition of Stay Powers) which will be governed by Polish law.
• Target Market (MiFID II / UK MiFIR) / PRIIPs: Manufacturer target market (MIFID II / UK MiFIR product governance) is eligible counterparties and professional clients only each as defined in MiFID II and UK MiFIR). No EU PRIIPs key information document (KID) or FCA Product Disclosure Sourcebook (DISC) has been prepared as not available to retail investors in EEA or the UK.
• Documentation: The Issuer’s EUR 5 billion EMTN programme documentation, including the base prospectus dated 21-May-26 (the “Base Prospectus”). The Base Prospectus is and the Final Terms relating to the Notes will be published on the Issuer's website at https://www.pekao.com.pl/en/investors-relations.html. Copies of the Base Prospectus and the Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange at https://www.luxse.com/.
• Joint Bookrunners: Bank Pekao, HSBC, Morgan Stanley (B&D), Societe Generale, UBS Investment Bank, and UniCredit
• Settlement: Euroclear / Clearstream, post-settlement registration with Krajowy Depozyt Papierów Wartościowych S.A.
• Use of Proceeds: General Corporate Purposes
• Stabilisation: FCA/ICMA Stabilisation applies
• Advertisement: This communication is an advertisement and is not a prospectus. The final Base Prospectus relating to the EMTN Programme and the Notes is available on the Issuer's website at https://www.pekao.com.pl/en/investors-relations/bonds-and-ratings/EMTN-Programme.html.
• ISIN / Common Code: XS3394773538 / 339477353
• NetRoadshow Link: URL: https://www.netroadshow.com/ Entry Code: PEKAO2026 Direct Link: https://www.netroadshow.com/nrs/home/#!/?show=0f224468
• IFI Participation: The issuer has received expressions of interest from international financial institution[s] ("IFI[s]"), who may elect in their discretion to place orders to participate in the offering as anchor investors on the same pricing terms as all other investors