Bank Pekao S.A.

Capital/Financing Update • Jun 30, 2023

UNOFFICIAL TRANSLATION30.06.2023 - Report 19/2023: Bank'sManagement Board resolutions on issuance of series SN2 SNP bonds and SP1SP bondsIn reference to the Current Report No. 18/2023 of 15June 2023 regarding the consent to the issue of bonds of Bank PolskaKasa Opieki S.A. (the _quot;Bank_quot;), the Bank hereby informs thatafter the completion of the bookbuilding process, the Bank's ManagementBoard of 30 June 2023 adopted resolutions regarding the issue of:1.series SN2 senior non-preferred bonds of the Bank (the_quot;series SN2SNP Bonds_quot;). The total nominal value of series SN2 SNP bonds tobe issued is PLN 350,000,000 (in words: three hundered fifty millionzlotys),2. series SP1 senior preferred bonds of the Bank (the _quot;seriesSP1 SP Bonds_quot;). The total nominal value of series SP1 SP bonds to beissued is PLN 750,000,000 (in words: seven hundered fifty millionzlotys).At the same time, the Bank's Management Board informs thatdue to the significant interest of investors expressed during thebook-building process, the Bank decided to increase the original amountof the issue from 1,000,000,000 PLN to 1,100,000,000 PLN.Theissue amount takes into consideration capital market conditions. Theseries SN2 SNP Bonds and series SP1 SP Bonds will constitute eligibleliabilities of the Bank within the meaning of Article 97a (1) pt. 2) ofthe Act on the Bank Guarantee Fund, Deposit Guarantee System and ForcedRestructuring of 10 June 2016. The series SN2 SNP Bonds and series SP1SP Bonds will be offered in public offering on the basis of exception toprepare prospectus under Article 1 sec 4 point A of Regulation (EU)2017/1129 of the European Parliament and of the Council of 14 June 2017on the prospectus to be published in connection with a public offeringof securities or their admission to trading on a regulated market andrepealing Directive 2003/71/EC (the _quot;Prospectus Regulation_quot;) byaddressing the offer to qualified investors only within the meaning ofthe Article 2 point e of the Prospectus Regulation.The mainconditions for the issue of the series SN2 SNP Bonds are as follows:1.Type of bonds: bearer bonds; the bonds will be registered on the depositmaintained by the National Depository for Securities (Krajowy DepozytPapierów Wartościowych S.A.);2. Total number of bonds tobe issued: 700 (in words: seven hundered);3. The nominal value ofone bond: PLN 500,000 (in words: five hundred thousand zlotys);4.The total nominal value of bonds to be issued: PLN 350,000,000 (inwords: three hundered fifty million zlotys);5. Interest rate: fixed,at 7.5% p.a. for the first 3 years and afterwards floating based on thebenchmark of WIBOR for 6 months deposits (WIBOR 6M) plus a margin of2.19% p.a.;6. Format of issue: 4NC3, i.e. bonds with a maturity of 4years, with an option giving the Bank the right to early redemption ofthe bonds within 3 years from the date of issue or in other casesindicated in the terms and conditions of the bond issue (regulatorychange of bond classification, change of bond taxation), subject to theapproval of the Bank Guarantee Fund, if such approval is required;7.Issue price: nominal value;8. Currency: Polish zloty;9. Issuedate: 28 July 2023;10. Maturity date: 28 July 2027, subject to thepossibility of their early redemption on the terms described in article77 and 78a of Regulation (EU) No 575/2013 of the European Parliament andof the Council of 26 June 2013 on prudential requirements for creditinstitutions and investment firms and amending Regulation (EU) No648/2012;11. Trading: bonds to be traded on the alternative tradingsystem Catalyst operated by the Warsaw Stock Exchange S.A. (GiełdaPapierów Wartościowych w Warszawie S.A.);12. Purpose ofthe issue: the purpose of the issue, within the meaning of Article 32Section 1 of the Act of January 15, 2015 on bonds, has not beenspecified.The main conditions for the issue of the series SP1 SPBonds are as follows:1. Type of bonds: bearer bonds; the bonds willbe registered on the deposit maintained by the National Depository forSecurities (Krajowy Depozyt Papierów Wartościowych S.A.);2.Total number of bonds to be issued: 1,500 (in words: one thousand fivehundered);3. The nominal value of one bond: PLN 500,000 (in words:five hundred thousand zlotys);4. The total nominal value of bonds tobe issued: PLN 750,000,000 (in words: seven hundered fifty millionzlotys);5. Interest rate: floating, based on the benchmark of WIBORfor six months deposits (WIBOR 6M) plus a margin of 1.35% p.a.;6.Format of issue: 2NC1, i.e. bonds with a maturity of 2 years, with anoption giving the Bank the right to early redemption of the bonds within1 year from the date of issue or in other cases indicated in the termsand conditions of the bond issue (regulatory change of bondclassification, change of bond taxation), subject to the approval of theBank Guarantee Fund, if such approval is required;7. Issue price:nominal value ;8. Currency: Polish zloty;9. Issue date: 28 July2023;10. Maturity date: 28 July 2025, subject to the possibility oftheir early redemption on the terms described in article 77 and 78a ofRegulation (Eu) No 575/2013 of the European Parliament and of theCouncil of 26 June 2013 on prudential requirements for creditinstitutions and investment firms and amending Regulation (EU) No648/2012;11. Trading: bonds to be traded on the alternative tradingsystem Catalyst operated by the Warsaw Stock Exchange S.A. (GiełdaPapierów Wartościowych w Warszawie S.A.);12. Purpose ofthe issue: the purpose of the issue, within the meaning of Article 32Section 1 of the Act of 15 January 2015 on bonds, has not been specified.SeriesSP1 SP Bonds were assigned 'BBB+' long-term issue rating by S_amp;P GlobalRatings.Legal basis: Article 17.1 of MAR - inside information