Obligation PKO Bank Nieruchomo?ci S.A. 0.75% ( XS1795407979 ) en EUR

Société émettrice PKO Bank Nieruchomo?ci S.A.
Prix sur le marché 100 %  ▲ 
Pays  Pologne
Code ISIN  XS1795407979 ( en EUR )
Coupon 0.75% par an ( paiement annuel )
Echéance 24/01/2024 - Obligation échue



Prospectus brochure de l'obligation PKO Bank Hipoteczny S.A XS1795407979 en EUR 0.75%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée PKO Bank Hipoteczny S.A. est une banque hypothécaire polonaise, filiale du groupe PKO Bank Polski, spécialisée dans le financement du marché immobilier résidentiel et commercial en Pologne.

L'Obligation émise par PKO Bank Nieruchomo?ci S.A. ( Pologne ) , en EUR, avec le code ISIN XS1795407979, paye un coupon de 0.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/01/2024










PKO Bank Hipoteczny Spólka Akcyjna
(incorporated as a joint-stock company under the laws of the Republic of P oland)
EUR 4,000,000,000
Programme for the issuance of the Covered Bonds (hipoteczne listy zastawne)
Under this EUR 4,000,000,000 Programme (the "Programme"), PKO Bank Hipoteczny Spólka Akcyjna, with its registered offices at ul. Jerzego
Waszyngtona 17, 81-342 Gdynia, Poland (the "Bank") may from time to time issue mortgage covered bonds (hipoteczne listy zastawne) (the "Covered
Bonds"). The Covered Bonds will be issued in bearer form.
The maximum aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not exceed EUR 4,000,000,000
(or its equivalent in other currencies calculated as described in the Programme Agreement), subject to increase as described herein.
The Covered Bonds may be issued on a continuing basis to one or more of the Dealers specified under "General Description of the Programme" and to
any additional Dealer appointed under the Programme from time to time by the Bank (each a "Dealer" and together the "Dealers"), which appointment
may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Covered
Bonds being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Covered Bonds.
An investment in the Covered Bonds involves certain risks. For a discussion of these risks, see "Risk Factors" beginning on page 1 of this Base
Prospectus.
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of Luxembourg
("Lux embourg") in its capacity as competent authority (the "Competent Authority") under Article 31 of the Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a
regulated market, and repealing Directive 2003/71/EC (the " Prospectus Regulation"). The CSSF only approves this Prospectus as meeting the standards
of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement
of the Bank or of the quality of the Covered Bonds that are the subject of this Base Prospectus. Investors should make their own assessment as to the
suitability of investing in the Covered Bonds. Article 6(4) of the Luxembourg Prospectus Law (loi du 16 juillet 2019 relative aux prospectus pour valeurs
mobilières) provides that, by approving this Base Prospectus, in accordance with Article 20 of the Prospectus Regulation, the CSSF does not engage in
any economic or financial opportunity of the operations or activities or the quality and solvency of the Bank. Application has been made to list Covered
Bonds on the Official List of the Luxembourg Stock Exchange and/or on the Warsaw Stock Exchange and to trade the Covered Bonds on the regulated
market of the Luxembourg Stock Exchange and/or the regulated market of the Warsaw Stock Exchange. The regulated market of the Luxembourg Stock
Exchange and the regulated market of the Warsaw Stock Exchange are regulated markets for the purposes of the Directive 2014/65/EU of the European
Parliament and of the Council of May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/U (as
amended, " MiFID II").
The Programme provides that Covered Bonds may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) in the
European Economic Area (the " EEA") or markets as may be agreed between the Bank and the relevant Dealer. The Bank may also issue unlisted Covered
Bonds and/or Covered Bonds not admitted to trading on any market.
In order to be able to conduct a listing in relation to certain issuances of Covered Bonds and/or to list certain Covered Bonds on a Regulated Market of
the Warsaw Stock Exchange, the Bank applied for a notification of this Base Prospectus pursuant to Article 25 of the Prospectus Regulation into the
Republic of Poland ("Poland"). The Bank may request the CSSF to provide competent authorities in additional host Member States within the European
Economic Area with a notification.
This Base Prospectus is valid for 12 months from its date. The obligation to supplement this Base Prospectus in the event of a significant new
factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.
Moody's Deutschland GmbH. ("Moody's") is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 of the
European Parliament and of the Council of 16 September 2009 on credit rating agencies (as amended) (the "CRA Regulation"). Moody's is included in
the list of credit rating agencies published by the European Securities and Markets Authority ("ESMA") on its website
(https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. The Covered Bonds issued under the
Programme are expected to be assigned a rating by Moody's. However, the Bank may also issue Covered Bonds which are unrated or rated by another
rating agency. Where a Tranche of Covered Bonds is rated, such rating will be disclosed in the applicable Final Terms and will not necessarily be the
same as the ratings assigned to other Tranches of Covered Bonds. A security rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
Interest amounts payable under the Floating Rate Covered Bonds may be calculated by reference to EURIBOR, LIBOR, WIBOR, SONIA or SOFR as
specified in the relevant Final Terms. As at the date of this Base Prospectus, SONIA and SOFR do not fall within the scope of Regulation (EU) 2016/1011
(the "Benchmark Regulation"). As of the date of the Base Prospectus the administrators of LIBOR and EURIBOR are included in the ESMA's register
of administrators under Article 36 of the Benchmark Regulation. As of the date of this Base Prospectus, GPW Benchmark S.A. is included in the ESMA's
register of administrators under Article 36 of the Benchmark Regulation but it has not yet obtained the status of administrator of WIBOR; however, GPW
Benchmark S.A. may operate as an administrator of selected capital market reference indices, including the benchmarks previously developed by the
Warsaw Stock Exchange (Gielda Papierów Wartociowych w Warszawie S.A.). Moreover, on 6 December 2019, GPW Benchmark S.A. (" GPW
Benchmark") submitted an application to the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego; the " KNF") to authorise the
performance of the function of administrator of, inter alia, WIBOR and is awaiting the above-mentioned permit. In accordance with the transitional
provisions of the Benchmark Regulation, the Bank, as of the date of this Prospectus, may use the benchmarks developed by GPW Benchmark. The
regulatory status of any administrator under the Benchmark Regulations is a matter of public record and save as required by the applicable law, the Bank
does not intend to provide any updates or prepare any supplement to reflect any changes in the regulatory status of any administrator.
The Covered Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or any
state securities laws, and are subject to U.S. tax law requirements. The Covered Bonds issued under the Programme 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 under the Securities Act ("Regulation S") in compliance
with applicable securities laws.
Arranger and Dealer

PKO Bank Polski

This Base P rospectus and any supplement hereto will be published in electronic form on the website of the Luxembourg Stock Exchange under www.bourse.lu,
and will be available free of charge at the specified offices of the Bank and will be published in electronic form on the website of the Bank under www.pkobh.pl.
The date of this Base Prospectus is 21 August 2020 and it remains valid for 12 months from its date, i.e., until 21 August 2021.








TABLE OF CONTENTS

IMPORTANT NOTICE............................................................................................................................................................ i
GENERAL DESCRIPTION OF THE PROGRAMME ..................................................................................................... 1
RISK FACTORS ....................................................................................................................................................................... 8
DOCUMENTS INCORPORATED B Y REFERENCE .................................................................................................... 19
USE OF PROCEEDS ............................................................................................................................................................. 21
FORM OF THE COVERED BONDS ................................................................................................................................. 22
FORM OF FINAL TERMS................................................................................................................................................... 24
TERMS AND CONDITIONS OF THE COVERED BONDS ......................................................................................... 31
MARKET OVERVIEW......................................................................................................................................................... 52
DESCRIPTION OF THE BANK ......................................................................................................................................... 62
MANAGEMENT OF THE BANK....................................................................................................................................... 71
RELATED PARTY TRANSACTIONS .............................................................................................................................. 78
OVERVIEW OF LEGAL REGULATIONS CONCERNING THE BANKING SECTOR ....................................... 83
OVERVIEW OF THE POLISH COVERED BONDS LEGISLATION ....................................................................... 86
BANKRUPTCY AND INSOLVENCY................................................................................................................................ 91
TAXATION.............................................................................................................................................................................. 96
SUBSCRIPTION AND SALE............................................................................................................................................. 101
GENERAL INFORMATION ............................................................................................................................................. 105











IMPORTANT NOTICE
This document constitutes the base prospectus of PKO Bank Hipoteczny Spólka Akcyjna (the "Bank") in respect of
Covered Bonds (the "Base Prospectus"). This Base Prospectus constitutes a base prospectus for the purposes of Article 8
of the Prospectus Regulation.
This Base Prospectus should be read and understood in conjunction with any supplement thereto and with all the documents
incorporated herein by reference (see "Document Incorporated by Reference" below). Full information on the Bank and
any Tranche of Covered Bonds is only available on the basis of the combination of this Base Prospectus, including any
supplements thereto, and relevant final terms (the "Final Terms").
The Bank is solely responsible for the information in this Base Prospectus and the Final Terms for the Covered Bonds
issued under Programme from time to time. The Bank hereby declares that, to the best of its knowledge, the information
contained in this Base Prospectus for which it is responsible, is in accordance with the facts and contains no omission likely
to affect its import.
This Base Prospectus contains selected macroeconomic, industry and statistical data as well as data relating to the PKO BP
group (the "Group") which has been derived from publicly available sources, including official industry sources and other
third-party sources, such as financial statements of the Group which do not form part of this Base Prospectus. Such
information, data and statistics have been accurately reproduced and, as far as the issuer is aware and is able to ascertain
from information published by the third party, no facts have been omitted which would render the reproduced information
inaccurate or misleading. Such information, data and statistics may be based on a number of assumptions and estimates
and may be subject to rounding.
This Base Prospectus shall replace the base prospectus dated 28 August 2019 prepared by the Bank with respect to the
Programme.
The requirement to publish a prospectus under Prospectus Regulation only applies to the Covered Bonds, which are to be
admitted to trading on a regulated market in the EEA.
Neither Powszechna Kasa Oszczdnoci Bank Polski S.A. ("PKO BP", the "Arranger" and together with any further
financial institution appointed as a dealer under the Programme Agreement, the "Dealers"), nor any other Dealer nor any
other person mentioned in this Base Prospectus, excluding the Bank, is responsible for the information contained in this
Base Prospectus or any supplement thereof, or any Final Terms or any other document incorporated herein by reference,
and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accept any
responsibility for the accuracy and completeness of the information contained or incorporated in this Base Prospectus or
any other information provided by the Bank in connection with the Programme. No representation, warranty, or
undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy or
completeness of the information contained or incorporated in this Base Prospectus or any other information provided by
the Bank in connection with the Programme.
No person is or has been authorised by the Bank to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the
Covered Bonds and, if given or made, such information or representation must not be relied upon as having been authorised
by the Bank, the Arranger or any of the other Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Covered Bonds
(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by
the Bank, the Arranger or any of the other Dealers that any recipient of this Base Prospectus or any other information
supplied in connection with the Programme or any Covered Bonds should purchase any Covered Bonds. Each investor
contemplating purchasing any Covered Bonds should make its own independent investigation of the financial condition
and affairs, and its own appraisal of the creditworthiness of the Bank. Neither this Base Prospectus nor any other
information supplied in connection with the Programme nor the issue of any Covered Bonds constitutes an offer or
invitation by or on behalf of the Bank, the Arranger or any of the other Dealers to any person to subscribe for or to purchase
any Covered Bonds.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Covered Bonds shall in any
circumstances imply that the information contained herein concerning the Bank is correct at any time subsequent to the
date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent
to the date indicated in the document containing the same. The Arranger and the other Dealers expressly do not undertake
to review the financial condition or affairs of the Bank during the life of the Programme or to advise any investor in the
Covered Bonds of any information coming to their attention. Investors should review, inter alia, the most recently
published documents incorporated by reference into this Base Prospectus when deciding whether or not to purchase any
Covered Bonds.
(i)




Restrictions on Distribution
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Covered Bonds in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of
this Base Prospectus and the offer or sale of Covered Bonds may be restricted by law in certain jurisdictions. The Bank,
the Arranger and the other Dealers do not represent that this Base Prospectus may be lawfully distributed, or that any
Covered Bonds may be lawfully offered, in compliance with any applicable registration or other requirements in any such
jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such
distribution or offering. In particular, no action has been taken by the Bank, the Arranger or the other Dealers which would
permit a public offering of any Covered Bonds outside the European Economic Area or distribution of this Base Prospectus
in any jurisdiction where action for that purpose is required. Accordingly, no Covered Bonds may be offered or sold,
directly or indirectly, and neither this Base Prospectus nor any advertisement or other offering material may be distributed
or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations. Persons into whose possession this Base Prospectus or any Covered Bonds may come must inform themselves
about, and observe any such restrictions on the distribution of this Base Prospectus and the offering and sale of Covered
Bonds. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Covered Bonds
in the United States, the European Economic Area, the United Kingdom, Italy and Belgium (see "Subscription and Sale").
This Base Prospectus has been prepared on the basis that any offer of Covered Bonds in any Member State of the European
Economic Area (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to publish a prospectus for offers of Covered Bonds. Accordingly any person making or
intending to make an offer in that Relevant Member State of Covered Bonds which are the subject of an offering
contemplated in this Base Prospectus as completed by Final Terms in relation to the offer of those Covered Bonds may
only do so in circumstances in which no obligation arises for the Bank, the Arranger or any other Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the
Prospectus Regulation, in each case, in relation to such offer. Neither the Bank nor the Arranger nor any other Dealer has
authorised, nor do they authorise, the making of any offer of Covered Bonds in circumstances in which an obligation arises
for the Bank, the Arranger or any other Dealer to publish or supplement this Base Prospectus for such offer.
The Covered Bonds have not been and will not be registered under the Securities Act or any state securities laws, and are
subject to U.S. tax law requirements. The Covered Bonds issued under the Programme 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 under the Securities Act in
compliance with applicable securities laws.
General investment considerations
The Covered Bonds may not be a suitable investment for all investors. Each potential investor in the Covered Bonds must
determine the suitability of that investment in light of its own circumstances. In particular, each potential investor may
wish to consider, either on its own or with the help of its financial and other professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Covered Bonds, the merits and
risks of investing in the Covered Bonds and the information contained or incorporated by reference in this Base
Prospectus or any applicable supplement to this Base Prospectus;
(ii)
has access to, and knowledge of, the appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Covered Bonds and the impact the Covered Bonds will have on its overall
investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Covered Bonds,
including Covered Bonds with principal or interest payable in one or more currencies or where the currency for
principal or interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Covered Bonds and is familiar with the behaviour of any relevant indices
and financial markets;
(v)
understands that an investment in the Covered Bonds involves a reliance on the creditworthiness of the Bank only
and not that of any other entities; and
(vi)
is able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest
rate and other factors that may affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject
to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should
consult its legal advisers to determine whether and to what extent (1) Covered Bonds are legal investments for it, (2)
Covered Bonds can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or
pledge of any Covered Bonds. Financial institutions should consult their legal advisers or the appropriate regulators to
determine the appropriate treatment of Covered Bonds under any applicable risk-based capital or similar rules.
(ii)




All references in this Base Prospectus to "U.S. dollars" or "USD" refer to United States dollars, all references to "PLN"
and "Zloty" refer to Polish zloty, all references to "Sterling" and "£" refer to pounds sterling, all references to "euro",
"EUR" and "" refer to the currency introduced at the start of the third stage of European economic and monetary union
pursuant to the Treaty on the Functioning of the European Union, as amended from time to time, and all references to
"Swiss Francs" and "CHF" refer to the currency of Switzerland.
As at 30 June 2020, the euro/PLN spot exchange rate published by the National Bank of Poland was EUR 1.00 = PLN
4.4660.
Certain figures in this Base Prospectus have been subject to rounding adjustments. Accordingly, amounts shown as totals
in tables or elsewhere may not be an arithmetic aggregation of the figures which precede them.
The term "mortgage covered bond" as used herein corresponds to the use of the term "hipoteczny list zastawny" as used in
Polish legislation. Covered Bonds (as so capitalised) mean mortgage covered bonds in bearer form.
Stabilisation
In connection with the issue of any Tranche of Covered Bonds, the Dealer or Dealers (if any) named as the Stabilisation
Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable Final Terms may over-alot
Covered Bonds or effect transactions with a view to supporting the market price of the Covered Bonds at a level higher
than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Covered
Bonds is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date
of the relevant Tranche of Covered Bonds and 60 days after the date of the allotment of the relevant Tranche of Covered
Bonds.
Any such stabilisation action or over-allotment must be conducted by the relevant Stabilisation Manager(s) (or
persons acting on behalf of any Stabilisation Manager(s)) in accordance with all relevant requirements applicable
to such actions in the jurisdictions where such actions are effected (including rules and other regulatory
requirements governing any stock exchange where such covered bonds are listed).
Important ­ EEA Retail Investors
If the Final Terms in respect of any Covered Bonds includes a legend entitled "Prohibition of Sales to EEA Retail
Investors", the Covered Bonds are not intended to be offered, sold or otherwise made available to and, with effect from
such date, 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; or (ii) a customer within the meaning of Directive 2016/97/EU (as amended or superseded,
the "Insurance Distribution Directive"), 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 Covered Bonds or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the EEA may
be unlawful under the PRIIPs Regulation.
MiFID II product governance / target market
The Final Terms in respect of any Covered Bonds may include a legend entitled "MiFID II Product Governance" which
will outline the target market assessment in respect of the Covered Bonds and which channels for distribution of the
Covered Bonds are appropriate, and may outline further details in connections therewith. Any person subsequently offering,
selling or recommending the Covered Bonds (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Covered Bonds (by either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product Governance rules
under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for any
Covered Bonds is a manufacturer in respect of such Covered Bonds, but otherwise neither the Arranger nor the Dealer nor
any of its respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
Forward-Looking Statements
This Base Prospectus includes "forward-looking statements". All statements other than statements of historical fact
included in this Base Prospectus, including, without limitation, those regarding the Bank's financial position, business
strategy, plans and objectives of management for future operations, are forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results,
performance or achievements of the Bank, or industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Bank's present and future business strategies and the environment in
(iii)




which the Bank will operate in the future. Important factors that could cause the Bank's actual results, performance or
achievements to differ materially from those in the forward-looking statements include, but are not limited to, those
discussed in the section entitled "Risk Factors". These forward-looking statements speak only as at the date of this Base
Prospectus or as at such earlier date at which such statements are expressed to be given. Subject to any continuing disclosure
obligation under applicable law (including, without limitation, the obligation to prepare a supplement to this Base
Prospectus pursuant to Article 23 of the Prospectus Regulation), the Bank expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the
Bank's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement
is based.
(iv)




GENERAL DESCRIPTION OF THE PROGRAMME
This section "General Description of the Programme" must be read as an introduction to this Base Prospectus and any
decision to invest in any Covered Bonds should be based on a consideration of this Base Prospectus as a whole, including
the documents incorporated by reference. The following is qualified in its entirety by the remainder of this Base Prospectus.
Words and expressions defined in "Form of the Covered Bonds" and "Terms and Conditions of the Covered Bonds" shal
have the same meanings in this description.
Issuer:
PKO Bank Hipoteczny Spólka Akcyjna.
Issuer Legal Entity Identifier
259400ALN6AM4REPEA16
(LEI):
Description:
Programme for the issuance of Covered Bonds (hipoteczne listy zastawne).
Arranger:
Powszechna Kasa Oszczdnoci Bank Polski Spólka Akcyjna.
Dealers:
Powszechna Kasa Oszczdnoci Bank Polski Spólka Akcyjna and any other
Dealers appointed in accordance with the Programme Agreement.
Risk Factors:
There are certain factors that may affect the Bank's ability to fulfil its obligations
under Covered Bonds issued under the Programme. These are set out under "Risk
Factors". In addition, there are certain factors which are material for the purpose
of assessing the market risks associated with Covered Bonds issued under the
Programme. These are set out under "Risk Factors" and include certain risks
relating to the structure of particular Series of Covered Bonds and certain market
risks.
Certain Restrictions:
Each issue of Covered Bonds in respect of which particular laws, guidelines,
regulations, restrictions or reporting requirements apply will only be issued in
circumstances which comply with such laws, guidelines, regulations, restrictions
or reporting requirements from time to time (see "Subscription and Sale")
including the following restrictions applicable at the date of this Base Prospectus.

Covered Bonds having a maturity of less than one year

Covered Bonds having a maturity of less than one year will, if the proceeds of the
issue are accepted in the United Kingdom, constitute deposits for the purposes of
the prohibition on accepting deposits contained in section 19 of the Financial
Services and Markets Act 2000 (FSMA) unless they are issued to a limited class
of professional investors and have a denomination of at least £100,000 or its
equivalent, see "Subscription and Sale".
Money market instruments having a maturity at issue of less than 12 months will
not be issued under this Base Prospectus.
Principal Paying Agent:
Société Générale Luxembourg.
Programme Size:
EUR 4,000,000,000 (or its equivalent in other currencies calculated as described
under "General Description of the Programme") outstanding at any time. The
Bank may increase the amount of the Programme in accordance with the terms of
the Programme Agreement.
Distribution:
Covered Bonds may be distributed by way of private or public placement and in
each case on a syndicated or non-syndicated basis and subject to certain
restrictions, as described under "Subscription and Sale".
Series and Tranches:
Covered Bonds will be issued on a continuous basis in Tranches with no minimum
issue size, each Tranche consisting of Covered Bonds which are identical in all
respects.

One or more Tranches, which are expressed to be consolidated and forming a
single series and identical in all respects, but having different issue dates, interest
commencement dates, issue prices and dates for first interest payments may form
a series ("Series") of Covered Bonds. Further Covered Bonds may be issued as
part of an existing Series. The specific terms of each Tranche will be set forth in
the applicable Final Terms.


1






Currencies:
Subject to any applicable legal or regulatory restrictions, any currency agreed
between the Bank and the relevant Dealer(s).
Maturities:
Such maturities as may be agreed between the Bank and the relevant Dealer(s),
subject to such minimum or maximum maturities as may be allowed or required
from time to time by the relevant central bank (or equivalent body) or any laws or
regulations applicable to the Bank or the relevant Specified Currency.
Issue Price:
Covered Bonds may be issued only on a fully-paid basis and at an issue price
which is at their nominal amount or at a discount to, or premium over, their
nominal amount.
Type of Covered Bonds:
For a description of certain aspects relevant to the Covered Bonds, see
"Information relating to Covered Bonds".
Form of Covered Bonds:
The Covered Bonds will be issued in bearer form as described in "Form of the
Covered Bonds".
Fixed Rate Covered Bonds:
Fixed interest will be payable on such date or dates as may be agreed between the
Bank and the relevant Dealer and on redemption and will be calculated on the
basis of such Day Count Fraction as may be agreed between the Bank and the
relevant Dealer.
Floating Rate Covered Bonds:
Floating Rate Covered Bonds will bear interest at a rate determined:

(i)
on the same basis as the floating rate under a notional interest rate swap
transaction in the relevant Specified Currency governed by an agreement
incorporating the 2006 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc., and as amended
and updated as at the Issue Date of the first Tranche of the Covered Bonds
of the relevant Series); or
(ii)
on the basis of a reference rate appearing on the agreed screen page of a
commercial quotation service; or

(iii)
on such other basis as may be agreed between the Bank and the relevant
Dealer.

The margin (if any) relating to such floating rate will be agreed between the Bank
and the relevant Dealer for each Series of Floating Rate Covered Bonds.

Floating Rate Covered Bonds may also have a maximum interest rate, a minimum
interest rate or both.

Interest on Floating Rate Covered Bonds in respect of each Interest Period (as
defined in the Final Terms), as agreed prior to issue by the Bank and the relevant
Dealer, will be payable on such Interest Payment Dates (as defined in the Final
Terms), and will be calculated on the basis of such Day Count Fraction (as defined
in the Final Terms), as may be agreed between the Bank and the relevant Dealer.
Zero Coupon Covered Bonds:
Zero Coupon Covered Bonds will be offered and sold at a discount to their
nominal amount and will not bear interest.
Redemption:
The Covered Bonds Holders are not entitled to request redemption of the Covered
Bonds prior to the Maturity Date.

Under the Polish Act on Bonds, if the Bank is subject to non-bankruptcy
liquidation (likwidacja), the Bank shall redeem the Covered Bonds at par on the
opening day of such non-bankruptcy liquidation (likwidacja) proceedings. If the
Bank is subject to a merger (polczenie), division (podzial) or transformation
(przeksztalcenie formy prawnej), and the entity that has taken over all or a portion
of the Bank's obligations under the Covered Bonds pursuant to such merger
(polczenie), division (podzial) or transformation (przeksztalcenie formy prawnej)
is not permitted under the Polish Covered Bonds Act to issue covered bonds, the
Bank or its successor entity shall redeem such Covered Bonds at par. The terms
non-bankruptcy liquidation (likwidacja), merger (polczenie), division (podzial)
and transformation (przeksztalcenie formy prawnej) in this paragraph shall have
the meaning as prescribed under Polish law.


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Unless previously redeemed or purchased and cancelled and subject to
Condition 5(c) "Redemption of the Covered Bonds in the event of the Bank's
Bank ruptcy", each Covered Bond will be redeemed by the Bank at 100 per cent.
of its nominal value on its scheduled maturity date.

Covered Bonds having a maturity of less than one year may be subject to
restrictions on their denomination and distribution, see "Certain Restrictions".
Extended maturity in the event of
Upon a Bankruptcy Event of the Bank (as defined in Condition 5(c) of the
the Bank's bankruptcy:
Conditions), the maturity of all outstanding covered bonds issued by the Bank,
including the Covered Bonds, will automatically be extended by 12 months (the
"Extended Maturity Date"). While interest under all of the Bank's covered bonds
(including the Covered Bonds) will continue to be payable in the manner and on
the dates indicated in the Terms and Conditions of the Covered Bonds and the
applicable Final Terms, a Bankruptcy Event may affect the timing and amount of
principal to be paid to Covered Bond Holders.

On the date of the Bankruptcy Event, the bankruptcy court appoints a bankruptcy
receiver (syndyk) who will assume responsibility for the administration of the
Bank's assets. Within three months of the Bankruptcy Event, the bankruptcy
receiver must conduct, in accordance with the Bankruptcy Law:

·
a coverage test (test równowagi pokrycia) to determine whether the
assets forming the separate bankruptcy asset pool (osobna masa
upadloci) of the Bank are sufficient to satisfy all of the Bank's
obligations towards holders of the outstanding covered bonds (including
the Covered Bonds) issued by the Bank; and

·
a liquidity test (test plynnoci) to determine whether the assets forming
the separate bankruptcy asset pool of the Bank are sufficient to satisfy al
of the Bank's obligations towards holders of the outstanding covered
bonds issued by the Bank in full taking into account the Extended
Maturity Dates of the outstanding covered bonds (including the Covered
Bonds) issued by the Bank.

If the results of both the coverage test and the liquidity test are positive, the claims
of the Holders of the Covered Bonds for the repayment of principal are to be
fulfilled in accordance with the Terms and Conditions of the Covered Bonds and
the applicable Final Terms up to the Extended Maturity Date.

If the result of the coverage test is positive but the result of the liquidity test is
negative, or if the result of the coverage test is negative, the maturity of the
Covered Bonds will be extended by three years from the latest maturity date of a
receivable in the cover pool.

In certain circumstances provided by Polish law, the claims of the Holders of the
Covered Bonds for the payment of principal may be satisfied sooner than the
applicable extended maturity dates pursuant to pass-through procedures from the
receivables in the cover pool.

In addition, the holders of all outstanding covered bonds issued by the Bank may,
by a vote of holders representing two-thirds of the aggregate principal amount of
all outstanding covered bonds of the Bank, adopt resolutions requesting the
bankruptcy receiver to sell the cover pool (Condition 5(c) "Redemption of the
Covered Bonds in the event of the Bank's Bankruptcy").

Other circumstances may affect the timing and amount of principal to be paid to
Covered Bond Holders. For further details see Condition 5(c) "Redemption of the
Covered Bonds in the event of the Bank's Bankruptcy" of the terms and conditions
of the Covered Bonds and "Information Relating to Covered Bonds".


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Compulsory write-down or
Pursuant to the provisions of the Polish Act on Bank Guarantee Fund, Deposit
conversion (bail-in):
Guarantee Scheme and Compulsory Restructuring dated 10 June 2016 (as further
amended) (ustawa z dnia 10 czerwca 2016 r. o Bankowym Funduszu
Gwarancyjnym, systemie gwarantowania depozytów oraz przymusowej
restrukturyzacji (z póniejszymi zmianami)) (the "Resolution Act"), secured
liabilities comprising a separate and secured cover pool, such as the obligations of
the Bank under the Covered Bonds, shall not be subject to compulsory write-down
or conversion into equity up to the amount which is fully covered. It means,
however, that such compulsory write-down or conversion to equity may apply to
such obligations of the Bank under the Covered Bonds, but only to the extent the
value of the Cover Pool is not sufficient to satisfy all claims under such Covered
Bonds.
Denomination of Covered Bonds:
Covered Bonds will be issued in such denominations as may be agreed between
the Bank and the relevant Dealer save that the minimum denomination of each
Covered Bond will be such as may be allowed or required from time to time by
the relevant central bank (or equivalent body) or any laws or regulations
applicable to the relevant Specified Currency, see "Certain Restrictions", and save
that the minimum denomination of each Covered Bond will be at least
EUR100,000 (or, if the Covered Bonds are denominated in a currency other than
euro, the equivalent amount in such currency).
Taxation:
All payments in respect of the Covered Bonds will be made without deduction for
or on account of withholding taxes imposed by a Tax Jurisdiction, subject as
provided in Condition 6 "Taxation" of the Terms and Conditions of the Covered
Bonds unless such deduction is required by law. In the event that any such
deduction is made, the Bank will, save in certain limited circumstances provided
in Condition 6 "Taxation" of the Terms and Conditions of the Covered Bonds be
required to pay additional amounts to cover the amounts so deducted.
Negative Pledge:
The Terms and Conditions of the Covered Bonds will not contain a negative
pledge provision.
Cross Default:
The Terms and Conditions of the Covered Bonds will not contain a cross default
provision.
Status of the Covered Bonds:
The Covered Bonds are direct, unconditional, unsubordinated obligations of the
Bank and rank pari passu among themselves. The Covered Bonds are covered in
accordance with the Polish Covered Bonds Act and rank pari passu with all other
covered and unsubordinated present and future obligations of the Bank which have
the same status as the Covered Bonds under the Polish Covered Bonds Act.
Subordination:
Covered Bonds may not be issued on a subordinated basis.
Rating:
Covered Bonds issued under the Programme may be rated or unrated. Where a
Series of Covered Bonds is rated, such rating will be disclosed in the applicable
Final Terms.

A security rating is not a recommendation to buy, sell or hold securities and may
be subject to suspension, reduction or withdrawal at any time by the assigning
rating agency. See "Information relating to Ratings" below.
Listing and admission to trading:
Application may be made to list Covered Bonds issued under the Programme on
the Official List of the Luxembourg Stock Exchange and/or the Warsaw Stock
Exchange and to admit to trading the Covered Bonds on the Regulated Market of
the Luxembourg Stock Exchange and/or on the Regulated Market of the Warsaw
Stock Exchange.

Each of the Luxembourg Stock Exchange's Regulated Market and the Warsaw
Stock Exchange's Regulated Market is a regulated market for the purposes of the
Market and Financial Instruments Directive 2014/65/EU. The Programme
provides that Covered Bonds may be listed on further stock exchanges, as may be
agreed between the Bank and the relevant Dealer(s) in relation to each Series, as
specified in the relevant Final Terms. Covered Bonds that are neither listed nor
admitted to trading on any market may also be issued under the Programme.


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