Issues of PKO Finance AB

The Programme for the issuance of PKO Finance AB (publ) (“PKO Finance”) notes with a value of up to EUR 3,000,000,000 to finance senior and subordinated loans extended by PKO Finance to the Bank (the “Programme”) is being conducted on the following terms and conditions:

• Programme value: EUR 3,000,000,000 or its equivalent in other currencies;
• Programme currencies: EUR, USD and CHF;
• maturity of individual tranches issued under the Programme: 1 to 15 years;
• the proceeds from the issue shall be used for the general financing purposes of the Bank, including ensuring the Bank's liquidity and financing the Bank's capital needs;
• interest rate: interest on the notes issued under the Programme shall be calculated on the basis of a fixed interest rate, a variable interest rate or interest rates linked to selected indices;
• interest periods: one month to one year;
• denomination at least EUR 50,000 or its equivalent in other currencies;
• types of issues: senior notes, subordinated notes, public issues and private placements;
• Programme's registration: the Luxembourg Stock Exchange (Bourse de Luxembourg);
• settlements methodbetween the Issuer and the Bank: the Issuer shall grant loans to the Bank in the amount equal to the proceeds from a particular issue at the interest rate applicable to the proceeds from such issue. The settlements between the Issuer and the Bank shall be effected via a clearing agent, through dedicated accounts used solely for settling the issue and upon the Bank's consent.

The Bank's management board announced the adoption of a resolution whereby it granted its consent to the opening of the Programme in Current report no. 35/2008 dated 16 July 2008.

Tranches of the notes under the Programme - Currently listed debt securities issued under the EMTN Programme:

Issuance of the third series of notes under the Programme

On 25 July 2012, PKO Finance issued a subsequent tranche of notes under the Programme in the form of private placement issue with a total nominal value of EUR 50,000,000, on the terms and conditions set out in the supplement to the senior loan agreement dated 24 July 2012 and Final Terms constituting a part of the issue documentation, together with the EMTN Base Prospectus dated 20 April 2012 with supplements. The issued notes bear interest at a fixed rate of 4% per annum, paid annually, and have a maturity of ten years. The notes are listed on the Luxembourg Stock Exchange. In connection with the issuance, on 25 July 2012 the Bank borrowed from PKO Finance funds representing the proceeds from the issuance of the notes, to be earmarked for general financing purposes of the Bank. The loan bears interest at a fixed rate that corresponds to the rate of interest borne by the issued notes. The loan is unsecured and was extended for a term of ten years.

Issuance of the fifth series of notes under the Programme

On 23 January 2014, PKO Finance issued a subsequent series of notes under the Programme with a total nominal value of EUR 500,000,000, on the terms and conditions set out in the supplement to the senior loan agreement dated 20 January 2014 and in the Final Terms constituting a part of the issue documentation, together with the EMTN Base Prospectus dated 8 May 2013 with supplements. The issued notes bear interest at a fixed rate of 2.324% per annum, paid annually, and have a maturity of 5 years. The notes are listed on the Luxemburg Stock Exchange. In connection with the issuance, on 23 January 2014 the Bank borrowed from PKO Finance funds representing the proceeds from the issuance of the notes, to be earmarked for general financing purposes of the Bank. The loan bears interest at a fixed rate that corresponds to the rate of interest borne by the notes issued. The loan is unsecured and was extended for a term of five years. 

Programme Documents

The documents of the Programme are available in English on the Luxembourg Stock Exchange's website (Bourse de Luxembourg).

These materials are for information purposes only and do not constitute a public offering within the meaning of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated 29 July 2005. These materials do not constitute a recommendation to purchase or sell any securities.

These materials are not intended for distribution, directly or indirectly, in or into the United States, or in other countries where the public dissemination of the information contained herein may be restricted or prohibited by law. The securities referred to in these materials have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.