Current Report no. 3 (2023)

31 january 2023

Establishment a programme for the issue of bonds.

The Management Board of Santander Bank Polska S.A. (Bank) advises of its resolution made on 31 January 2023 to establish a programme for the issue of bonds (Bonds) with a nominal value of maximum PLN 5,000,000,000.

The basic parameters of the Bonds are as follows:

The Bonds will be offered on the territory of Poland. The Bonds will be offered and sold outside the United States to, or for the account or benefit of, non-U.S. persons in reliance on Regulation S of the U.S. Securities Act of 1933, as amended (Securities Act). The Bonds will not be registered under the Securities Act or any state securities laws.
The Bonds may be unsubordinated bonds or subordinated bonds that will constitute Tier 2 capital instruments within the meaning of Article 62(a) of Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms, amending Regulation (EU) No. 648/2012, as amended (T2 Bonds) or bonds which, pursuant to Article 97a(1)(2) of the Act of 10 June 2016 on the Bank Guarantee Fund, Deposit Guarantee Scheme and Resolution, will constitute eligible liabilities (MREL Bonds).
The Bonds will be denominated in PLN.
The nominal value of one Bond will be no less than PLN 1,000; or a multiple of this amount, with the unit nominal value of each T2 Bond and each MREL Bond amounting to at least PLN 500,000.
The Bonds will bear a floating interest rate determined through bookbuilding.
The Bonds will be offered in a way that does not require the preparation of a prospectus or base prospectus.
The Bonds will be dematerialised and will be registered with the Central Securities Depository of Poland (Krajowy Depozyt Papierów Wartościowych S.A.).
The Bonds will be offered exclusively to investors who are: eligible counterparties or professional clients within the meaning of the Act on Trading in Financial Instruments of 29 July 2005.
The Bank will apply for admission of the Bonds to trading in an alternative trading system of the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.).

The Bank will inform about the terms and conditions of the issue under the bond issue programme in separate current reports.