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Bank of Valletta plc

Prospectus Oct 17, 2025

2043_rns_2025-10-17_c082f9a3-af0a-43b4-9ff3-c87be0e7a5c9.pdf

Prospectus

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BOV535

COMPANY ANNOUNCEMENT

The following is a Company Announcement issued by Bank of Valletta p.l.c. (the "Bank") pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority:

Quote

Approval of Base Prospectus and Information Relating to the Series 1 Tranche 1 of Bonds

Reference is made to company announcements BOV531 and BOV533 issued on 1 October 2025 and 7 October 2025 respectively, wherein a proposed Unsecured Euro Medium Term Bond Programme of up to €325,000,000 (the "Programme") and a first series and tranche of Tier 2 bonds under the Programme in the form of an issue of €100,000,000 (with an over-allotment option on the part of the Bank, which may result in such offer being increased to a maximum offer amount of €125,000,000) 5% unsecured subordinated bonds (2030-2035) (the "Bonds") was communicated.

The Bank is pleased to announce that today 17 October 2025, the Malta Financial Services Authority approved:

  • i the Base Prospectus in connection with the Programme (the "Base Prospectus"); and
  • ii the Bank's Application for Authorisation for Admissibility to Listing of the Programme on the Official List of the Malta Stock Exchange.

The general public and Preferred Applicants (consisting of Existing Shareholders, Existing Bondholders, Group Employees, Professional Clients and Eligible Counterparties; each as defined in the final terms of the Bonds dated 17 October 2025 (the "Final Terms")), may apply for the Bonds between and including 5 November 2025 and 25 November 2025. The Issuer reserves the right to close the offer of Bonds earlier with respect to any one or more classes of applicants (depending on the total level of subscription in the Bonds).

Existing Shareholders and Existing Bondholders appearing on the respective registers as at 16 October 2025 (with last trading session of the 14 October 2025), shall be receiving by post a pre-printed application form which will be mailed by the Bank by latest 29 October 2025. Application forms to be used by other categories of investors will be available by latest 5 November 2025 from the authorised financial intermediaries listed in Annex II of the Final Terms.

Applications for the Bonds are subject to a minimum subscription amount of €10,000 and in multiples of €100 thereafter with the exception of applications by Professional Clients and Eligible Counterparties which will be subject to a minimum subscription amount of €100,000 and in multiples of €100 thereafter. The Bonds will be issued at par subject to the aggregate principal amount of nominal value of Bonds issued not exceeding €100,000,000 (or up to €125,000,000 in the event of exercise of the over-allotment option). A maximum aggregate amount of €50,000,000 in nominal value of Bonds is being reserved for subscription by Preferred Applicants in accordance with the Final Terms. A maximum aggregate amount of €25,000,000 in nominal value of Bonds is being reserved for subscription by Professional Clients and Eligible Counterparties in accordance with the Final Terms. The remaining €25,000,000 in nominal value of Bonds together with any portion of Bonds not taken up by Preferred Applicants, will be allocated to the general public, in accordance with the Final Terms.

Any additional Bonds allotted further to the exercise of the overallotment option will be allocated at the Bank's discretion depending on the total level of subscription by each class of applicant.

Where the Bonds are oversubscribed, Applications will be scaled down (subject to a minimum allocation of €10,000 per Application) in accordance with the Bank's allocation policy pursuant to the Final Terms.

Given that the Bonds are considered complex products, eligibility for retail clients needs to be confirmed through a suitability assessment carried out by an Authorised Financial Intermediary. Interested applicants are to contact a participating Authorised Financial Intermediary accordingly.

The Base Prospectus and Final Terms will be available for download from the Bank's website (https://www.bov.com/bond-prospectus) as from 18 October 2025. Printed copies of these documents will be available from Authorised Financial Intermediaries by latest 5 November 2025.

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Dr. Ruth Spiteri Longhurst B.A., LL.D.

Company Secretary

17 October 2025

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