Bank Pekao S.A.

Capital/Financing Update • Apr 10, 2024

UNOFFICIAL TRANSLATION09.04.2024 - Report 8/2024: Bank'sManagement Board resolution on issuance of series SN3 SNP bondsInreference to the Current Report No. 5/2024 of 26 March 2024 regardingthe consent to the issue of bonds of Bank Polska Kasa Opieki S.A. (the _quot;Bank_quot;),the Bank hereby informs that after the completion of the bookbuildingprocess, the Bank's Management Board of 9 April 2024 adopted resolutionregarding the issue of series SN3 senior non-preferred bonds of the Bank(the _quot;series SN3 SNP Bonds_quot;). The total nominal value ofseries SN3 SNP bonds to be issued is PLN 500,000,000 (in words: fivehundered million zlotys).The issue amount takes intoconsideration capital market conditions. The series SN3 SNP Bonds willconstitute eligible liabilities of the Bank within the meaning ofArticle 97a (1) pt. 2) of the Act on the Bank Guarantee Fund, DepositGuarantee System and Forced Restructuring of 10 June 2016. The seriesSN3 SNP Bonds will be offered in public offering on the basis ofexception to prepare prospectus under Article 1 sec 4 point A ofRegulation (EU) 2017/1129 of the European Parliament and of the Councilof 14 June 2017 on the prospectus to be published in connection with apublic offering of securities or their admission to trading on aregulated market and repealing Directive 2003/71/EC (the _quot;ProspectusRegulation_quot;) by addressing the offer to qualified investors only withinthe meaning of the Article 2 point e of the Prospectus Regulation.Themain conditions for the issue of the series SN3 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: 1000 (in words: one thousand);3. The nominal value of onebond: PLN 500,000 (in words: five hundred thousand zlotys);4. Thetotal nominal value of bonds to be issued: PLN 500,000,000 (in words:five hundered million zlotys);5. Interest rate: floating, based onthe benchmark of WIBOR for 6 months deposits (WIBOR 6M) plus a margin of1.6% p.a.;6. Format of issue: 5NC4, i.e. bonds with a maturity of 5years, with an option giving the Bank the right to early redemption ofthe bonds after 4 years or 4,5 year from the date of issue or in othercases indicated in the terms and conditions of the bond issue(regulatory change of bond classification, change of bond taxation),subject to the approval of the Bank Guarantee Fund, if such approval isrequired;7. Issue price: nominal value;8. Currency: Polish zloty;9.Issue date: 26 April 2024;10. Maturity date: 26 April 2029, subjectto the possibility of their early redemption on the terms described inarticle 77 and 78a of Regulation (EU) No 575/2013 of the EuropeanParliament and of the Council of 26 June 2013 on prudential requirementsfor credit institutions and investment firms and amending Regulation(EU) No 648/2012;11. Trading: bonds to be traded on the alternativetrading system Catalyst operated by the Warsaw Stock Exchange S.A.(Giełda Papierów Wartościowych w Warszawie S.A.);12.Purpose of the issue: the purpose of the issue, within the meaning ofArticle 32 Section 1 of the Act of January 15, 2015 on bonds, has notbeen specified.Series SN3 SNP Bonds were assigned 'BBB' long-termissue rating by S_amp;P Global Ratings.Legal basis: Article 17.1of MAR - inside information