Commentary & Deal Flow

Book Update: Books above €1bn (excl JLM)
IPTs: 11NC6: MS+175bp area

• Issuer: Bank Polska Kasa Opieki S.A. (Ticker: PEOPW)
• Issuer’s LEI: 5493000LKS7B3UTF7H35
• Issuer Ratings: A2 (Negative) by Moody’s / A- (Stable) by S&P / BBB+ (Stable) by Fitch
• Expected Issue Rating: BBB- by S&P
• Status of the Notes / Ranking: Sustainable Tier 2 Subordinated Fixed-to-Floating Notes (as defined in the Issuer’s Base Prospectus).
• Form of the Notes: Regulation S, Bearer Notes
• Format of the Notes: New Global Notes
• Tenor: 11NC6
• Issue Size: €500,000,000 (WNG)
• Trade Date: 06-Jul-26
• Settlement Date: 13-Jul-26 (T+5)
• Maturity Date: 13-Jul-37
• Reset Date: 13-Jul-32
• Optional Redemption Date(s): 13-Jul-32 (First Optional Redemption Date), and any Interest Payment Date thereafter, excluding the Maturity Date
• 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 13-Jul-27; thereafter, reset to 3-month EURIBOR +[●]bps (3-month EURIBOR + the Reset Margin, 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 13-Oct-32.
• Fixed Day Count Fraction/Business Day Convention: ACT/ACT (ICMA)
• Floating Day Count Fraction/Business Day Convention: ACT/360, Modified Following
• 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.
• Early Redemption due Capital Disqualification Event: Applicable. If a Capital Disqualification Event occurs as a result of a change (or any pending change which the Competent Authority considers sufficiently certain) in Polish law, the law of any other relevant jurisdiction or Applicable Banking Regulations becoming effective on or after the Issue Date, the Issuer may, at its option and having given not less than 30 nor more than 60 calendar days’ prior notice, elect to redeem all, but not some only, of the Tier 2 Subordinated Notes at the Early Redemption Amount referred to in Condition 8.9 (Early Redemption Amounts), together with interest accrued to (but excluding) the date of redemption.
• Redemption for tax reasons: Applicable per Condition 8.2 (Redemption for tax reasons) and subject to 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 Competent 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 a Capital 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 (Acknowledgement of Bail-in and Loss Absorption Powers), the Issuer may substitute all (but not some only) of the Notes (as the case may be) or modify the terms of all (but not some only) of the Notes, without any requirement for the consent or approval of the Noteholders, so that they are substituted for, or varied to, become, or remain, Qualifying Notes, subject to having given not less than 30 nor more than 60 days’ notice, and subject to obtaining the prior consent of the Competent Authority if and as required therefore under Applicable Banking Regulations and in accordance with Applicable Banking Regulations in force at the relevant time, 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 (Acknowledgement of Bail-in and Loss Absorption Powers))
• Contractual recognition of statutory bail-in power: Each Noteholder acknowledges and accepts that any liability arising under the Notes may be subject to the exercise of Bail-in and Loss Absorption Powers by the Competent Authority and/or the Relevant Resolution Authority.
• Events of Default: None (holders will not be able to accelerate any payments of principal, interest or other amounts in respect of the Notes, other than in a winding-up or dissolution of the Issuer, subject to 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)
• Business Days: T2 business days
• Minimum Denomination / Increment: €100,000 + €100,000
• 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 the Notes will not be available to retail investors in the EEA or in the UK.
• Documentation: The Issuer’s EUR 5 billion EMTN programme documentation, including the base prospectus dated 21-May-26. 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, BNP Paribas, Citi (B&D), J.P. Morgan
• Settlement: Euroclear / Clearstream, post-settlement registration with Krajowy Depozyt Papierów Wartościowych S.A.
• Distribution: Reg S Category 2 / TEFRA D
• Use of Proceeds: An amount equivalent to the net proceeds will be allocated to the financing or refinancing eligible green and/or eligible social loans as defined by the Issuer’s Sustainable Finance Framework.
• 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.
• Deal Roadshow: An online investor presentation is available: URL: https://dealroadshow.finsight.com | Entry Code: PEKAO2026 | Direct Link: https://dealroadshow.finsight.com/e/PEKAO2026
• ISIN / Common Code: XS3438593926 / 343859392
• IFI Interest: Bank Pekao has received expressions of interest from multilateral international financial institutions, 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.