Obligation Krajowa Gospodarka Bank 2% ( XS1514171914 ) en EUR

Krajowa Gospodarka Bank

100 % ▼

Pologne

XS1514171914 ( en EUR )

2% par an ( paiement annuel )

03/11/2036 - Obligation échue

Prospectus brochure de l'obligation Bank Gospodarstwa Krajowego XS1514171914 en EUR 2%, échue

100 000 EUR

100 000 000 EUR

Bank Gospodarstwa Krajowego (BGK) est une banque publique polonaise qui soutient le développement économique du pays en fournissant des financements et des services aux entreprises, aux collectivités locales et aux autres entités publiques.

L'Obligation émise par Krajowa Gospodarka Bank ( Pologne ) , en EUR, avec le code ISIN XS1514171914, paye un coupon de 2% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/11/2036

BANK GOSPODARSTWA KRAJOWEGO
(state bank incorporated under the laws of Poland)
Guaranteed, in respect of Guaranteed Notes (as defined herein) only, by
The State Treasury of the Republic of Poland
15,000,000,000
Medium Term Note Programme
Application has been made to the Luxembourg Stock Exchange for notes (the "Notes") issued under the
Medium Term Note Programme (the "Programme") described in this Offering Circular to be admitted to
trading on the Luxembourg Stock Exchange's regulated market and to be listed on the official list of the
Luxembourg Stock Exchange. This Offering Circular constitutes a base prospectus for the purposes of the
Luxembourg law on prospectuses for securities dated 16 July 2019 (the "Luxembourg Law"). The Offering
Circular can only be used for purposes for which it has been published.
This Offering Circular has been approved by the Luxembourg Commission de Surveillance du Secteur
Financier (the "CSSF"), which is the Luxembourg competent authority under Regulation (EU) 2017/1129
(the "Prospectus Regulation") and the Luxembourg Law, as a base prospectus issued in compliance with the
Prospectus Regulation for the purpose of giving information with regard to the issue of Notes that are not
specified in the relevant Final Terms to have the benefit of a Guarantee of the Notes (as defined below) issued
under the Programme during the period of twelve months after the date hereof. The CSSF has neither reviewed
nor approved any information contained in this Offering Circular or incorporated by reference relating to the
Notes that are specified in the relevant Final Terms to have the benefit of a Guarantee of the Notes
(the "Guaranteed Notes"). In respect of Notes that are not specified in the relevant Final Terms to have the
benefit of a Guarantee of the Notes, the CSSF has only approved this Offering Circular as meeting the standards
of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such an approval
should not be considered as an endorsement of Bank Gospodarstwa Krajowego (the "Issuer" or "BGK") nor as
an endorsement of the quality of any Notes that are the subject of this Offering Circular. Investors should make
their own assessment as to the suitability of investing in such Notes. By approving this Offering Circular, the
CSSF shall give no undertaking as to the economic or financial soundness of the transaction or the quality and
solvency of the Issuer in line with the provisions of Article 6(4) of the Luxembourg Law. The CSSF has neither
reviewed nor approved any information contained in this Offering Circular relating to the Notes with respect an
offering of the Notes to the public.
This Offering Circular is valid for a period of twelve months from the date of approval and shall expire on 8
May 2024, provided that it is completed by any supplement, pursuant to Article 23 of the Prospectus Regulation,
following the occurrence of a significant new factor, a material mistake or a material inaccuracy relating to the
information included (including incorporated by reference) in this Offering Circular which may affect the
assessment of the Notes. After such date, the Offering Circular will expire and the obligation to supplement this
Offering Circular in the event of significant new factors, material mistakes or material inaccuracies will no
longer apply. Applications have been made for such Notes to be admitted during the period of twelve months
after the date hereof to listing on the official list and to trading on the regulated market of the Luxembourg
Stock. The regulated market of the Luxembourg Stock Exchange is a regulated market for the purposes of
Directive 2014/65/EU on markets in financial instruments (as amended) ("MiFID II").
This Offering Circular constitutes a base prospectus for the purposes of Article 8(1) of the Prospectus
Regulation in respect of Notes that are not specified in the relevant Final Terms to have the benefit of a

Guarantee of the Notes. This Offering Circular constitutes a prospectus for the purpose of Part III, chapter 2 of
the Luxembourg law on prospectuses for securities dated 16 July 2019 in respect of the Guaranteed Notes.
Each Tranche of Guaranteed Notes will have the benefit of a guarantee (the "Guarantee of the Notes")
provided by the State Treasury of the Republic of Poland (the "Guarantor"). Each Tranche of Guaranteed
Notes is subject to a separate Guarantee, substantially in the form set out in this Offering Circular, although each
Guarantee of the Notes will need to be authorised and/or approved by the State Treasury of the Republic of
Poland on an issue by issue basis. Each Guarantee of the Notes will be limited to 140 per cent. of the principal
value of the relevant Tranche of Guaranteed Notes. Each Guarantee of the Notes will cover only the payment of
the principal value of the relevant Tranche of Guaranteed Notes and accrued interest. A Guarantee of the Notes
will not cover any default interest under such Notes or the Issuer's liability under related indemnities, including
the currency indemnity. Additionally, the period of the effectiveness of each Guarantee of the Notes will be
limited such that each Guarantee of the Notes will expire on the day falling six months after the maturity date of
the relevant Tranche of Guaranteed Notes. A claim brought by a Noteholder after the expiration of the relevant
Guarantee of the Notes will not be satisfied under that Guarantee of the Notes.
Notes other than Guaranteed Notes will not have the benefit of any Guarantee of the Notes.
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or
further stock exchange(s) or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer
may also issue unlisted Notes and/or Notes not admitted to trading on any market.
Each Tranche of Notes in bearer form ("Bearer Notes") will initially be in the form of either a temporary global
note in bearer form (the "Temporary Global Note") or a permanent global note in bearer form (the
"Permanent Global Note") in each case as specified in the relevant Final Terms. Each Temporary Global Note
or, as the case may be, Permanent Global Note (each a "Global Note") which is not intended to be issued in
new global note ("NGN") form, as specified in the relevant Final Terms, will be deposited on or around the
issue date of the relevant Tranche of the Notes with a depositary or a common depositary for Euroclear Bank
SA/NV as operator of the Euroclear System ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream,
Luxembourg") and/or any other relevant clearing system and each Global Note which is intended to be issued
in NGN form, as specified in the relevant Final Terms, will be deposited on or around the issue date of the
relevant Tranche of the Notes with a common safekeeper for Euroclear and/or Clearstream, Luxembourg. An
overview of the provisions governing the exchange of interests in Global Notes for other Global Notes and
Definitive Notes (as defined herein) are described in "Forms of the Notes".
Each Tranche of Notes in registered form ("Registered Notes") which are sold in an "offshore transaction"
within the meaning of Regulation S ("Regulation S") under the U.S. Securities Act of 1933 (the "Securities
Act") ("Unrestricted Notes"), will initially be represented by an unrestricted global registered note (the
"Unrestricted Global Registered Note") and will either be: (a) in the case of a Note which is not to be held
under the new safekeeping structure ("New Safekeeping Structure" or "NSS"), registered in the name of a
common depositary (or its nominee) for Euroclear and/or Clearstream, Luxembourg and/or any other relevant
clearing system and the relevant Unrestricted Global Registered Note will be deposited on or about the issue
date of the relevant Tranche of the Notes with the common depositary; or (b) in the case of a Note to be held
under the New Safekeeping Structure, be registered in the name of a common safekeeper (or its nominee) for
Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system and the relevant
Unrestricted Global Registered Note will be deposited on or about the issue date of the relevant Tranche of the
Notes with the common safekeeper for Euroclear and/or Clearstream, Luxembourg.
Registered Notes which are sold in the United States to "qualified institutional buyers" ("QIBs") within the
meaning of Rule 144A ("Rule 144A") under the Securities Act ("Restricted Notes") will initially be
represented by one or more restricted global registered notes (each, a "Restricted Global Registered Note" and
together with the Unrestricted Global Registered Note, the "Global Registered Notes"), which will be
deposited on the issue date of the relevant Tranche of the Notes with (a) and registered in the name of a common
depositary (or its nominee) for Euroclear and/or Clearstream, Luxembourg (in the case of a Note which is not to
be held under the NSS), (b) and registered in the name of a common safekeeper (or its nominee) for Euroclear
and/or Clearstream, Luxembourg (in the case of a Note to be held under the NSS) or (c) a custodian for, and
registered in the name of, Cede & Co. as nominee for, The Depository Trust Company ("DTC"). An overview
of the provisions governing the exchange of interests in Global Registered Notes for other Global Registered
Notes and Individual Note Certificates are described in "Forms of the Notes".
The Notes (and the Guarantee of the Notes, if applicable) have not been, and will not be, registered under the
Securities Act, and Bearer Notes are subject to U.S. tax law requirements. Subject to certain exceptions, the

2

Notes may not be offered or sold (or, in the case of Bearer Notes, delivered) within the United States or (for
Notes that are not Guaranteed Notes) to, or for the account or benefit of, U.S. persons. The Notes may be
offered and sold (a) in bearer form or registered form outside the United States in reliance on Regulation S and
(b) if agreed between the Issuer and the relevant Dealers in relation to the relevant Series of Notes, in registered
form within the United States, to persons who are QIBs in reliance on Rule 144A. Prospective purchasers who
are QIBs are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions
on offers, sales and transfers of Notes and distribution of this Offering Circular or any Final Terms or any other
offering materials relating to the Notes, see "Subscription and Sale" and "Transfer Restrictions" below. The
Notes have not been approved or disapproved by the United States Securities and Exchange Commission or any
State securities commission in the United States or other regulatory authority in the United States, nor has any
the foregoing authorities passed upon or endorsed the merits of the offering of the Notes or confirmed the
accuracy or adequacy of the information contained in this Offering Circular. Any representation to the contrary
is a criminal offence in the United States.
Arranger

ING

Dealers
BANK PEKAO S.A.
BNP PARIBAS
CITIGROUP
COMMERZBANK
DEUTSCHE BANK
HSBC
ING
J.P. MORGAN
SANTANDER
SOCIÉTÉ GÉNÉRALE
CORPORATE & INVESTMENT BANKING
8 May 2023

3

TABLE OF CONTENTS
NOTICE TO INVESTORS ................................................................................................................... 5
AVAILABLE INFORMATION ......................................................................................................... 11
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................... 12
RISK FACTORS .................................................................................................................................. 18
ENFORCEABILITY OF JUDGMENTS ........................................................................................... 40
FORWARD LOOKING STATEMENTS .......................................................................................... 43
STABILISATION ................................................................................................................................ 44
RATINGS ............................................................................................................................................. 45
DOCUMENTS INCORPORATED BY REFERENCE .................................................................... 47
FORMS OF THE NOTES ................................................................................................................... 51
TERMS AND CONDITIONS OF THE NOTES .............................................................................. 59
FORM OF GUARANTEE OF THE NOTES .................................................................................... 91
FORM OF FINAL TERMS ................................................................................................................ 98
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL
FORM ................................................................................................................................................. 111
USE OF PROCEEDS ........................................................................................................................ 114
CAPITALIZATION AND INDEBTEDNESS ................................................................................. 115
SELECTED FINANCIAL INFORMATION OF THE ISSUER AND OVERVIEW OF THE
GROUP'S FINANCIAL CONDITION ........................................................................................... 116
OPERATING AND FINANCIAL REVIEW .................................................................................. 119
SELECTED STATISTICAL AND OTHER INFORMATION ..................................................... 143
DESCRIPTION OF THE ISSUER .................................................................................................. 154
RISK MANAGEMENT ..................................................................................................................... 192
MANAGEMENT AND GOVERNANCE ........................................................................................ 202
RELATED PARTY TRANSACTIONS ........................................................................................... 211
REGULATORY OVERVIEW ......................................................................................................... 212
DESCRIPTION OF THE GUARANTOR ....................................................................................... 216
CLEARING AND SETTLEMENT .................................................................................................. 217
TAXATION ........................................................................................................................................ 222
SUBSCRIPTION AND SALE .......................................................................................................... 246
TRANSFER RESTRICTIONS ......................................................................................................... 252
GENERAL INFORMATION ........................................................................................................... 254

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NOTICE TO INVESTORS
The Issuer accepts responsibility for the information contained in this Offering Circular and any Final
Terms and declares that, to the best of its knowledge, the information contained in this Offering
Circular is, in accordance with the facts and the Offering Circular makes no omission likely to affect
its import.
This Offering Circular should be read and construed together with any amendments or supplements
hereto and with any other documents incorporated by reference herein and, in relation to any Tranche
(as defined herein) of Notes, should be read and construed together with the relevant Final Terms (as
defined herein).
No person has been authorised to give any information or to make any representation not contained in
or not consistent with this Offering Circular or any other document entered into in relation to the
Programme and, if given or made, such information or representation should not be relied upon as
having been authorised by the Issuer or any Dealer.
No representation or warranty is made or implied by the Dealers or any of their respective affiliates,
and none of the Dealers or any of their respective affiliates makes any representation or warranty or
accepts any responsibility, as to the accuracy or completeness of the information contained in this
Offering Circular or any responsibility for any acts or omissions of the Issuer, the Guarantor or any
other person in connection with the issue and offering of any Notes under the Programme. Neither the
delivery of this Offering Circular or any Final Terms nor the offering, sale or delivery of any Note
shall, in any circumstances, create any implication that the information contained in this Offering
Circular is true subsequent to the date hereof or the date upon which this Offering Circular has been
most recently amended or that there has been no adverse change, or any event reasonably likely to
involve any adverse change, in the condition (financial, economic, political or otherwise) of the Issuer
or the Guarantor since the date thereof or, if later, the date upon which this Offering Circular has been
most recently amended or that any other information supplied in connection with the Programme is
correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in
the document containing the same.
Notice to Prospective Investors
The distribution of this Offering Circular and Final Terms and the offering, sale and delivery of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering
Circular or the Final Terms comes are required by the Issuer and the Dealers to inform themselves
about and to observe any such restrictions. For a description of certain restrictions on offers, sales and
deliveries of Notes and on the distribution of this Offering Circular or the Final Terms and other
offering material relating to the Notes, see "Subscription and Sale". In particular, the Notes (and the
Guarantee of the Notes, if applicable) have not been, and will not be, registered under the Securities
Act, and Bearer Notes are subject to U.S. tax law requirements. Subject to certain exceptions, the
Notes may not be offered or sold (or, in the case of Bearer Notes, delivered) within the United States
or (for Notes that are not Guaranteed Notes) to, or for the account or benefit of, U.S. persons.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET  A determination will be made in
relation to each issue about whether, for the purpose of the MiFID product governance rules under EU
Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing
for any Notes may be a manufacturer in respect of such Notes, but otherwise neither the Arranger nor
the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID
Product Governance Rules.
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target

5

market assessment in respect of the Notes (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET A determination will be made
in relation to each issue about whether, for the purpose of the UK MiFIR product governance rules set
out in the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK
MiFIR Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in
respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective
affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules.
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product
Governance" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any distributor should take into consideration
the target market assessment; however, a distributor subject to the UK MiFIR Product Governance
Rules is responsible for undertaking its own target market assessment in respect of the Notes (by
either adopting or refining the target market assessment) and determining appropriate distribution
channels.
PRIIPs / IMPORTANT EEA RETAIL INVESTORS  If the Final Terms in respect of any Notes
other than Guaranteed Notes includes a legend entitled "Prohibition of Sales to EEA Retail Investors",
the Notes are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area
("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of
Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in the Prospectus
Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014
(as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
UK PRIIPs / IMPORTANT UK RETAIL INVESTORS If the Final Terms in respect of any
Notes other than Guaranteed Notes includes a legend entitled "Prohibition of Sales to UK Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of the domestic law
of the UK by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); (ii) a customer
within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA")
and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of the domestic law of the UK by virtue of the EUWA;
or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part
of the domestic law of the UK by virtue of the EUWA (the "UK Prospectus Regulation").
Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms
part of the domestic law of the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail investors in the UK has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.
The amount of interest payable on Floating Rate Notes may be calculated by reference to one of
EURIBOR or WIBOR, as specified in the applicable Final Terms. As at the date of this Offering
Circular, i.e., 8 May 2023, the administrators of EURIBOR and WIBOR are included in ESMA's
register of administrators under Article 36 of Regulation (EU) 2016/1011 (the "EU Benchmarks
Regulation").

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PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SFA  In connection
with Section 309B of the Securities and Futures Act 2001 (2020 Revised Edition) of Singapore (the
"SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the
"CMP Regulations 2018"), unless otherwise specified before an offer of Notes, the Issuer has
determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that
the Notes issued under the Programme are "prescribed capital markets products" (as defined in the
CMP Regulations 2018) and "Excluded Investment Products" (as defined in MAS Notice SFA 04-
N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
Neither this Offering Circular nor the Final Terms constitutes an offer or an invitation to subscribe for
or purchase any Notes and should not be considered as a recommendation by the Issuer, the
Guarantor, the Dealers or any of them that any recipient of this Offering Circular or the Final Terms
should subscribe for or purchase any Notes. Each recipient of this Offering Circular or the Final
Terms shall be taken to have made its own investigation and appraisal of the condition of the Issuer.
The maximum aggregate principal amount of Notes outstanding at any one time under the Programme
will not exceed 15,000,000,000 (and, for this purpose, any Notes denominated in another currency
shall be translated into euro at the date of the agreement to issue such Notes (calculated in accordance
with the provisions of the Dealer Agreement)). The maximum aggregate principal amount of Notes
which may be outstanding at any one time under the Programme may be increased from time to time,
subject to compliance with the relevant provisions of the Dealer Agreement as defined under
"Subscription and Sale".
Notice to Canadian Investors
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that
are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any
resale of the Notes must be made in accordance with an exemption from, or in a transaction not
subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Offering Circular (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
the purchaser within the time limit prescribed by the securities legislation of the purchaser's province
or territory. The purchaser should refer to any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights or consult with a legal advisor.
If applicable, pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the
government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105
Underwriting Conflicts (NI 33-105), the Dealers are not required to comply with the disclosure
requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Presentation of Financial Information
This Offering Circular incorporates by reference BGK's consolidated financial statements for the year
ended 31 December 2022 (the "2022 Consolidated Financial Statements"), BGK's consolidated
financial statements for the financial year ended 31 December 2021 (the "2021 Consolidated
Financial Statements"), BGK's consolidated financial statements for the financial year ended 31
December 2020 (the "2020 Consolidated Financial Statements"), BGK's standalone financial
statements for the year ended 31 December 2022 (the "2022 Standalone Financial Statements"),
BGK's standalone financial statements for the financial year ended 31 December 2021 (the "2021
Standalone Financial Statements") and BGK's standalone financial statements for the financial year
ended 30 December 2020 (the "2020 Standalone Financial Statements"), all of which have been
audited by Malgorzata Pek-Kocik, statutory auditor, member of the National Chamber of Statutory

7

Auditors (Polska Izba Bieglych Rewidentów), licence no. 13070, acting on behalf of Mazars Audyt
spólka z ograniczon odpowiedzialnoci with its registered office in Warsaw at ul. Pikna 18, 00-549
Warsaw, an entity authorised to audit financial statements entered on the list kept by the National
Chamber of Statutory Auditors (Polska Izba Bieglych Rewidentów) under no. 186 and Mazars Audyt
spólka z ograniczon odpowiedzialnoci have rendered unqualified audit reports on these standalone
and consolidated financial statements of the Issuer.
Information on the financial position and profit and loss of cash-flow funds included in the Standalone
Financial Statements of BGK and this Offering Circular has not been reviewed or audited by an
independent auditor.
The 2022 Consolidated Financial Statements, 2021 Consolidated Financial Statements, 2020
Consolidated Financial Statements, 2022 Standalone Financial Statements, 2021 Standalone Financial
Statements and 2020 Standalone Financial Statements have been prepared in accordance with the
standards and interpretations adopted by the International Accounting Standards Board, approved for
use by the European Union and published as regulations in the Official Journal of the European
Union, which comprise: (i) International Financial Reporting Standards, (ii) International Accounting
Standards, (iii) Interpretations adopted by the International Financial Reporting Interpretations
Committee (IFRIC) or by the Standing Interpretations Committee (SIC) (jointly "IFRS").
Presentation of financial information in accordance with IFRS requires the management to make
various estimates and assumptions which may have an impact on the values shown in the financial
statements and notes thereto. The actual values may differ from such assumptions.
The Offering Circular contains certain data, which BGK considers to be alternative performance
measures ("APMs") for the purposes of the ESMA Guidelines on Alternative Performance Measures.
These measures are not financial measures calculated in accordance with IFRS because they are not
defined in IFRS and may not be permitted to appear on the face of primary financial statements or
footnotes thereto. APMs contained in this Offering Circular have not been audited or reviewed by the
independent auditor. The APMs are not measurements of BGK's operating performance under IFRS
and should not be considered as alternatives to any measures of performance under IFRS.
The APMs used in this Offering Circular are defined as follows:
APM
Definition
Income from banking activities (in PLN
The sum of net interest (including net modification gain/loss)
million)
and commission income, net gain/loss on financial
instruments at fair value through profit or loss and net
exchange differences, net gain/loss on investments in
financial assets and derecognition of assets.
Cost to Income (C/I) ratio on core activities
Calculated by dividing administrative expenses by income
from banking activities
Cost to Income (C/I) ratio including other
Calculated by dividing administrative expenses by income
operating income and expenses
from banking activities and other operating income and
expenses.
Return on assets (ROA)
Calculated by dividing net profit by average assets in the
period. The average assets are calculated on the basis of the
balances as at the end of each month.
Return on equity (ROE)
Calculated by dividing net profit by average equity in the
period. The average equity is calculated on the basis of the
balances as at the end of each month.

Net interest margin
Calculated by dividing net interest income by average assets
in the period. The average assets are calculated on the basis of
the balances as at the end of each month.
Source: BGK

8

Investors are cautioned not to place undue reliance on this information and should note that such
measures may differ materially from similarly titled financial measures reported by other entities,
including other development banks. Investors are encouraged to evaluate any adjustments to IFRS
measures and the reasons BGK considers them appropriate for supplemental analysis. Because of
these limitations, as well as further limitations discussed above, the non-IFRS measures presented
should not be considered in isolation or as a substitute for performance measures calculated in
accordance with IFRS. BGK compensates for these limitations by relying primarily on its results
calculated in accordance with IFRS and using non-IFRS measures only supplementally. For more
information regarding the APMs, see "Selected Financial Information Alternative Performance
Measures."
Industry, Economic and Market Data and Statements Regarding Competitive Position
The Issuer confirms, in relation to information in this Offering Circular which was sourced from a
third party, this information has been accurately reproduced and that as far as the Issuer is aware and
is able to ascertain from information published by that third party, no facts have been omitted which
would render the reproduced information inaccurate or misleading. Where third-party information has
been sourced in this Offering Circular, the source of such information has been identified.
Market and economic publications, surveys and forecasts generally state that the information
contained therein has been obtained from sources believed to be reliable. BGK believes that these
publications, surveys and forecasts are reliable, but neither BGK nor the Guarantor have
independently verified them, or make any representation or warranty as to or their accuracy or
completeness. To the extent these publications, surveys and forecasts are accurate and complete, BGK
believes it has correctly extracted and reproduced the information from such sources. Additionally,
market and economic publications generally state that the information contained therein has been
obtained from sources believed to be reliable but that the accuracy and completeness of such
information is not guaranteed and in some instances state that they do not assume liability for such
information. BGK therefore cannot assure you of the accuracy and completeness of such information
and has not independently verified such information.
In addition, in many cases, statements in this Offering Circular regarding market and economic data
are based on BGK's experience and its own investigation of market conditions. In particular, any
expression indicating an "opinion", "belief", "assessment" or "view" of BGK or any similar
expression regarding the Group's business or its competitive position is based on the knowledge of the
market in which the Group operates, experience or BGK's assessment of market conditions.
While BGK is not aware of any misstatements regarding the market and economic data presented
herein, its estimates involve certain assumptions, risks and uncertainties and are subject to change
based on various factors, including those discussed under the section "Risk Factors" in this Offering
Circular. Neither BGK nor the Guarantor can assure you that any of these statements are accurate or
correctly reflect its position in the industry, and none of its internal surveys or information has been
verified by any independent sources, and BGK cannot guarantee their accuracy.
Neither BGK nor the Guarantor intend, nor are they required to update the data presented herein, save
for the obligations arising under the provisions of applicable law.
Exchange Rate Information
In this Offering Circular, unless otherwise specified, references to "U.S.$", "U.S. dollars" or "USD"
are to United States dollars, references to "EUR", "" or "euro" are to the single currency introduced
at the start of the third stage of European Economic and Monetary Union, and as defined in Article 2
of Council Regulation (EC) No. 974/98 of May 3, 1998 on the introduction of the euro, as amended
and references to "zloty" or "PLN" are to Polish zloty. Translations of amounts from zloty to U.S.
dollars or euro are solely for the convenience of the reader and, unless otherwise stated, are made at
year end exchange rates. No representation is made that zloty, U.S. dollar or euro amounts referred to
herein could have been or could be converted into U.S. dollar, euro or zloty, as the case may be, at

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any particular rate at all. The National Bank of Poland's (the "NBP") foreign exchange rate for U.S.
dollars on 4 May 2023 was PLN 4,1547 = USD 1, whilst the NBP's foreign exchange rate for euro on
the same day was PLN 4,5868= EUR 1.
Annual Information
Unless otherwise stated, all annual information, including budgetary information, is based on calendar
years.
Functional and Presentation Currency
PLN is the functional currency (the currency of the primary economic environment where the Group
operates) of BGK and other entities presented in financial statements, except for Fundusz Ekspansji
Zagranicznej FIZ AN and the Three Seas Initiative Investment Fund.
EUR is the functional and presentation currency of Fundusz Ekspansji Zagranicznej FIZ AN and its
investments in Esotiq Germany GmbH, UAB EMP Recycling, ASM Germany GmbH, Recat GmbH,
G+M GmbH and the Three Seas Initiative Investment Fund. USD is the functional and presentation
currency of Fundusz Ekspansji Zagranicznej FIZ AN's investment in Elemental USA Inc. and
Netguru LLC.
Rounding and Negative Amounts
In this Offering Circular, where information is presented in millions, amounts of less than one million
have been rounded unless otherwise specified. In addition, where information is presented in billions,
amounts of less than one billion have been rounded. Percentages have been rounded to the nearest per
cent., one-tenth of 1 per cent. or one-hundredth of 1 per cent., as the case may be, unless otherwise
specified. Due to such rounding, the total of each column of figures may not equal the total of the
individual figures.
Financial information presented in parentheses denotes the negative of such number presented.

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