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PKO Bank Polski Group A taste of covered bonds out of Poland November 2017 Credit update

A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

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Page 1: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

PKO Bank Polski GroupA taste of covered bondsout of Poland

November 2017

Credit update

Page 2: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

Regulated legislative regime aiming to protect covered bond investors

Developing residential property market with stable prices

High potential for further growth in residential mortgages

Large and stable economy with solid GDP real growth

Polish banking sector with strong capital base and healthy liquidity

Key investment highlights

2

Leader of Polish banking sector with dominant position in mortgages

…collateralised exclusively with PLN residential mortgages…

…and rated by Moody’s at country ceiling level (Aa3)

A specialized mortgage bank…

…regularly issuing covered bonds…

Bank Hipoteczny

Page 3: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

Overview of the Polish economy and its banking sector1

Polish property market and residential mortgage lending2

PKO Group overview3

Polish statutory covered bond framework aligned with the best EU benchmarks4

PKO’s dedicated covered bond issuer – PKO Bank Hipoteczny & cover pool description 5

Appendices63

Page 4: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

208%1

143%1 147%

117%1

99%1

82%68%1

38%

96% 99%

133%

68%

54% 37%

Denmark France Spain Italy Germany Poland Czech Rep.

Private debt Public debt

Private and public debt for 2016(% of GDP)

Poland - one of the fastest developing countries in the EU with solid GDP growth

4

2.9%

2.1%

0.5% 0.4%0.2% 0.1% 0.1%

25 2530

27 27 26

Pol

and

1992

-YTD

Aus

tral

ia19

92-Y

TD

Finl

and

1961

-199

0

Aus

tria

1982

-200

8

Nor

way

1961

-198

7

Net

herl

ands

1983

-200

8

2%

26%

7%65%

Agriculture, forestry and fishing

Industry (except construction)

Construction

Services

Cumulative GDP real growth 2005-2016(%)

Source: Eurostat, GUS Source: Eurostat, European Structural & Investment Funds

EU funds average annual allocation as GDP percentage(2014-2020 budget) (%)

Source: World Bank

The longest period of continuous GDP real growth1

(years)

Source: Eurostat

Decomposition of gross value added in Poland in 2016(%)

Source: Eurostat1 Data since 1961

26.3%

50.4%60.6%

-20%

0%

20%

40%

60%

80%

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017(f)

2018(f)

Denmark (2016: 1.1%) Germany (2016: 1.9%) Spain (2016: 3.2%)

France (2016: 1.2%) Italy (2016: 0.9%) Czech Republic (2016: 2.4%)

Poland (2016: 2.7%)

Constitutional limit for public debt

60%

27.3%

6.6%

6.6%5.4%

4.8%

49.3%

Germany United Kingdom

Czech Republic France

Italy Others

Polish export structureby countries in 2016(%)

Source: Eurostat

1 Data for 2015

Page 5: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

Poland – large EU country generating wealth for its citizens

5

82.8

67.060.6

46.538.0

10.65.7

Germany France Italy Spain Poland Czech Rep. Denmark1 2 4 5 6 11 17Position

Country 2006 2015 Change % Abs change

Poland 9.5 15.0 58% 5.5

Denmark 18.2 23.4 29% 5.2

Germany 22.4 28.2 26% 5.8

Czech Rep. 13.3 17.2 23% 3.9

France 20.9 24.9 19% 4.0

Italy 20.0 21.3 6% 1.3

Spain 18.0 19.0 6% 1.0

10.3% 9.0% 7.5% 6.2% 5.2% 4.4%

0

5

10

15

20

25

30

2013 2014 2015 2016 2017 (f) 2018 (f)

Denmark Germany Spain France

Italy Czech Rep. Poland

Population in selected EU countries as of 1 January 2017(in mn)

Annual gross disposable income(EUR ths, PPP)

HICP (Harmonised Index of Consumer Prices)(%)

Source: Eurostat

Source: Eurostat Source: Eurostat, European Commission (forecast Spring 2017)

Source: Eurostat, European Commission (forecast Spring 2017)

Unemployment rate(%)

0.8%

-0.7%

2.1%

-1

0

1

2

3

2013 2014 2015 2016 2017 (f) 2018 (f)

Denmark Germany Spain France

Italy Czech Rep. Poland

Page 6: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

KPIs of the Polish banking sector as of 2016

KPIs Banking sector

Total Capital Ratio (TCR) 17.7%

ROE 7.8%

ROA 0.8%

C/I 56.2%

Capital to assets ratio 9.5%

Total NPL ratio 6.1%

NPL % of mortgage loans 2.6%

TCR, Tier 1 and capital to assets ratio as of 2016(%)

18.4%16.3% 16.1%

14.1%16.2%

13.1%11.3%

20.7%18.8% 17.7%

17.6% 16.7%14.8%

13.8%

7.4%6.0%

9.5%

5.7%7.6% 7.8%

5.5%

Denmark Germany Poland France Czech Rep. Spain Italy

Key market parameters

WIBOR 3M

EUR/PLN

30.12.2016

1.73%

4.42

Source: IMF, KNF

Source: IMF, KNF Source: NBP, Reuters

1.73%

Polish banking sector – a strong capital base…

6

TCRTier 1

30.06.2017

4.23

Capital to assets ratioMin. regulatory TCR

13.25%

1.73%

4.25

31.10.2017

Page 7: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

328% 324% 322%

226%

148%126%

92%

Denmark France Spain Germany Italy CzechRepublic

Poland

Total assets of the Polish banking sector(PLN bn)

16%

10%

9%

7%7%

51%

PKO BP

PEKAO

BZ WBK

mBank

ING

Others

Group:274%

119% 112% 108% 99% 91% 79%

Denmark Spain France Italy Germany Poland CzechRepublic

1.295 1.350 1.4061.532 1.600

1.711

2011 2012 2013 2014 2015 2016

CAGR = 4.8%

…combined with high potential for further growth

7

Loans-to-deposits ratio for households and non-financial corporations as of 2016(%)

Market position by total assets as of H1 2017(%)

Source: PKO BH calculation based on ECB data

Source: ECB Source: KNF, bank financial statements

Source: KNF

Banking sector assets to GDP ratio by country as of 2016(%)

Page 8: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

8

Overview of the Polish economy and its banking sector1

Polish property market and residential mortgage lending2

PKO Group overview3

Polish statutory covered bond framework aligned with the best EU benchmarks4

PKO’s dedicated covered bond issuer – PKO Bank Hipoteczny & cover pool description 5

Appendices6

Page 9: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

6

7

8

9

10

5

6

7

8

9

10

7 biggest cities' average price Affordability (Sqm per average annual salary)

2016

12% 17% 19% 26% 31% 31%48%

72% 56% 59%26%

47% 33% 14%

16% 27% 22%48%

22% 36% 38%

Poland Italy Czech Rep. Germany Spain France DenmarkMortgage Ownership w/o mortgage Rental

13,587 13,723 13,853 13,983 14,119 14,282

131.0 152.9 145.1 143.2 147.7 163.3

2011 2012 2013 2014 2015 2016Outstanding Completed

Developing residential market with stable prices…

9

550 516 5161 514464

372

Spain France Italy Germany Czech Rep. Poland

Dwellings per 1,000 inhabitants in selected EU countries for 2016

Number of dwellings in Poland (ths)

Dwelling ownership status for 2016(%)

Source: Eurostat

Source: GUS

Source: Deloitte Property Index report published in July 2017. 1Data as of 2015

2012 2013 2014 20152011

5

7

9

11

4

5

6

7

8

9

10

7 biggest cities' average price Affordability (Sqm per average annual salary)

2012 2013 2014 20152011

Source: PKO BH calculation based on NBP and GUS data

Dwelling transaction prices (PLN ths/sqm) on primary market (LHS) and affordability (RHS)

Dwelling transaction prices (PLN ths/sqm) on secondary market (LHS) and affordability (RHS)

Source: PKO BH calculation based on NBP and GUS data

2016

Page 10: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

…and strong potential for further mortgage growth

10

Outstanding value of residential mortgage loans in Poland (PLN bn) as % of total assets

Total outstanding residential mortgage loans to GDP ratio for 2016 (%)

NPL % of mortgage loans in the Polish banking sector

Value of newly signed residential mortgage loans in Poland (PLN bn)

0%

2%

4%

6%

PLN denominated FX denominatedSource: PKO BH calculation based on NBP data

3.4%

2.6%

2011 2012 2013 2014 2015 2016

15% 13% 12% 11% 10% 9%

9% 11% 12% 12% 13% 14%

317.6 320.3 333.9 353.5 378.1 396.8

2011 2012 2013 2014 2015 2016

FX denominated PLN denominated

CAGR = 3.4%

Source: NBP, KNF

Source: Polish Banking Association

21% 5% 1% 1% 2% 2%

79%95% 99% 99% 98% 98%

49.239.1 36.6 36.8 39.4 39.5

2011 2012 2013 2014 2015 2016FX denominated PLN denominated

88.0%

48.9% 44.8% 42.3%

22.0% 21.7% 20.0%

Denmark Spain France Germany Italy Poland Czech Rep.

Source: European Mortgage Federation

EU 28 = 47.1%

Standard mortgage loan features:

1 Up to 90% only if low down payment insurance is in place

LTV: up to 80%1

Loan payments: amortized

Tenor: 25-30 years

Interest: based on floating rate

Currency: Polish zloty

Page 11: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

Significant space for covered bond expansion in the funding structure

11

vs.

88%

4%6%

2%

Deposits

Debt securities and subordinated liabilities

Other liabilities (without equity)

Covered bonds

158.6%

42.7% 37.4% 37.7%21.2% 15.6%

2.4%

Denmark Spain CzechRepublic

Italy France Germany Poland

Europe1

Avg 26.7%

Polish banking sector funding structure as of H1 2017(%)

1 Average calculated for selected European countries: Belgium, Czech Republic, Denmark, Finland, Germany, Hungary, Ireland, Italy, Poland, Portugal, United Kingdom, Spain, France, Sweden

Source: PKO BH calculation based on EMF data

Mortgage covered bonds to residential mortgages ratio in Europe as of 2016(%)

Source: Calculated by PKO BH based on KNF data Source: Banks financial statements and press releases

0

50

100

150

200

250

300

350

PKO BP PEKAO BZ WBK mBank ING BGŻ BNPParibas

Millennium Getin Alior Bank

Banking groups in Poland by total assets as of H1 2017 (PLN bn)

mortgage bank in the group

mortgage bank under construction

Page 12: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

PKO Group overview

12

Overview of the Polish economy and its banking sector1

Polish property market and residential mortgage lending2

Polish statutory covered bond framework aligned with the best EU benchmarks

3

4

PKO’s dedicated covered bond issuer – PKO Bank Hipoteczny & cover pool description 5

Appendices6

Page 13: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

286.4

170.5

149.8

129.4120.2

72.0 69.5 64.4 61.8

PKO BP PEKAO BZ WBK mBank ING BGŻ BNPParibas

Millennium Getin Alior Bank

PKO Group – the leader in the Polish banking sector…

13

#1

SME customers433 K

Retail segment customers (incl. SMEs)

9.3 m

Users with access to e-banking (incl. SMEs)9.3 m

Corporate segment customers

14.5 K

Agencies0.79 K

Group employment 28.8 K

Branches1.2 K

ATMs3.2 K

Market position by total assets as of H1 2017(PLN bn)

Source: PKO BP 2017 semiannual reports Source: Bank financial statements

General description of PKO Group:

� Leader in the Polish banking sector in terms of total assets, net income, total equity, loan and deposit portfolios, number of customers and size of distribution network

� Long-term debt rating by Moody’s at A3

� One of 25 leading banks in Europe in terms of market capitalization

� In 2016 PKO Bank Polski was selected „Bank of the Year in Poland” in the annual ranking created by the industry magazine „The Banker”

� Listed on the Warsaw Stock Exchange since 2004

� As of H1 2017 the State Treasury owned 29.43% of PKO Bank Polskishares

� PKO Bank Polski was identified by the Polish FSA as an institution of systemic importance, which is associated with the imposition of 0.75 p.p. capital buffer of total risk exposure

� Total equity of PKO Group was PLN 34.3 bn as of H1 2017

Group:

Page 14: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

37.8 41.7 47.7 56.1 60.6 67.0 70.3

2011 2012 2013 2014 2015 2016 H1 2017PLN FX

Breakdown of PKO Group residential mortgage loan portfolio(PLN bn)

…showing excellent and predictable results as well as leadership in residential mortgages

14

H1 2017 H1 2016H1 2017/ H1 2016 change

Net profit (PLN mn) 1,382 1,512 1 -8.6%

Assets 286 272 +5.1%

Loans 205 192 +6.8%

Deposits 207 199 +4.0%

Equity 34 32 +8.7%

28.6%

71.4%

PKO Group oustanding Others

Key financial data of PKO Group (PLN bn)

Assets of PKO Group(PLN bn)

Source: PKO BP financial statements 1Visa Europe Limited sale (one-off)

Market share in residential mortgage loans as of H1 2017(%)

Source: KNF and PKO BP annual reports

Source: PKO BP financial statements

Key performance indicators of PKO Group for H1 2017

KPIs PKO Group Banking sector 1

TCR 16.85% 17.7%

ROE 8.4% 7.8%

ROA 1.0% 0.8%

C/I 47.9% 56.2%

Capital to assets ratio 11.7% 9.5%

Total NPL ratio 5.7% 6.1%

NPL ratio for PLN residential mortgage loans

1.9% 2.6%

Source: KNF, NBP, PKO Group annual reports, World Bank 1As of 2016

Source: Calculated by PKO BH based on PKO BP financial statements and investor presentations

63.4 64.2 68.9 90.8 96.1 101.4 101.4

2011 2012 2013 2014 2015 2016 H1 2017

Residential mortgage loans Other assets

CAGR = 6.5%

190.7 193.2 199.2248.7 266.9 285.6 286.4

63.4 64.2 68.990.8 96.1 101.4 101.4

29.0%

71.0%

PKO Group new sale Others

Page 15: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

PKO Group – solid funding and capital base

15

Transitional CET1: Impact of the 2018 Adverse Scenario from FY15 Starting Point

72%

23%

5%

Amounts due to retail clients

Amounts due to corporate entities

Amounts due to state budget entities

82%

7%

9% 2%

DepositsDebt securities and subordinated liabilitiesOther liabilities (without equity)Covered bonds

PKO Group funding structure as of H1 2017(%)

Source: Calculated by PKO BH based on PKO BP financial statements

PKO Group deposit structure as of H1 2017(%)

Source: Calculated by PKO BH based on PKO BP financial statements

Source: 2016 EU‐WIDE STRESS TEST Results, 29 July 2016

0.0%

-1.8

%-1

.9%

-2.0

%-2

.1%

-2.1

%-2

.3%

-2.4

%-2

.4%

-2.5

%-2

.7%

-2.7

%-2

.7%

-2.9

%-3

.0%

-3.1

%-3

.2%

-3.3

%-3

.4%

-3.5

%-3

.5%

-3.5

%-3

.7%

-3.8

%-3

.9%

-3.9

%-3

.9%

-4.0

%-4

.1%

-4.1

%-4

.2%

-4.2

%-4

.3%

-4.3

%-4

.5%

-4.6

%-4

.9%

-5.3

%-5

.4%

-5.4

%-5

.6%

-6.0

%-6

.1%

-6.4

%-6

.9%

-6.9

%-7

.1%

-7.4

%-7

.5%

-8.5

%-1

4.2%

DN

BPK

O B

PS

wed

bank

CM

C-C

ICJy

ske

Dan

ske

SEB

Nor

dea

VW

FSB

NPP

SH

BC

rite

ria

Cai

xaIn

tesa

Lloy

dsC

redi

t A

g.H

SBC

UB

IB

PCE

Soc

Gen

Uni

cred

itLB

PS

abad

ell

Hel

aba

BB

VA

KB

CB

FA T

endo

raIN

GS

anta

nder

Popo

lare

Bar

clay

sEr

ste

OTP

Rai

ffei

sen

Nor

d/LB

Bel

fius

OP

Dek

aban

kN

ykre

dit

Rab

oban

kD

BB

OI

AB

NPo

pula

rC

omm

erzb

ank

Bay

ernL

BLB

BW

BN

GN

RW

Ban

kR

BS

AIB

BM

PS

Page 16: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

PKO Group overview

16

Overview of the Polish economy and its banking sector1

Polish property market and residential mortgage lending2

Polish statutory covered bond framework aligned with the best EU benchmarks

3

4

PKO’s dedicated covered bond issuer – PKO Bank Hipoteczny & cover pool description 5

Appendices6

Page 17: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

Robust regulatory regime

17

EUR100,000

Mortgage Covered BondCollateral

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

xxxxxxxxxxxxxxxxxxxxx

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

xxxxxxxxxxxxxxxxxxxxxxx

2. By law, only specialized mortgage banks are entitled to issue covered bonds in Poland

3. Segregation of assets in the cover pool (only mortgages, cash, sovereign debt or similar1)

5. Conservative approach of determining the mortgage lending value (through-the-cycle) of real estate with rules approved by the Polish FSA

6. Strict regulatory limits on mortgage banks and covered bonds including:• min. 10% overcollateralisation (OC)• liquidity buffer to cover covered bond 6M interest• coverage and liquidity tests

7. Mandatory FX risk limitation

1. Covered bond and mortgage banks in Poland are regulated by the Polish Covered Bond Act, the Banking Law, the Bankruptcy Law, resolutions of the Finance Ministry and the Polish FSA recommendations (each revised in 2015 - 2016)

9. Covered bonds exempt from bail-in protocol (BRRD)2

8. Legally defined and predictable bankruptcy procedure (not at the discretion of the issuer) designed to achieve best-possible outcome for covered bond holders (12 months extension period after issuer’sdefault and switch to pass-through if available liquidity will not be sufficient to repay the bonds within 1 year.)

1 Securities issued or guaranteed by the State Treasury of the Republic of Poland, the National Bank of Poland, the ECB, governments and central banks of the EU and OECD member states (except for states that have restructured their external debt in the past five years).2 In the event of compulsory restructuring of mortgage banks, covered bonds may be subject to compulsory write-down and/or conversion to the extent the value of the covered bonds exceeds the value of the cover pool.

4. Constant supervision by the independent Cover Pool Monitor (appointed by the Polish FSA) over mortgage bank activities and its cover pool

Page 18: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

100%

≥85%

≤25%

Min. 6M CB interest

Cover pool Covered bonds

Mortgage loans Substitute assets Liquidity buffer

Overcollateralisation: 10%

Stringent regulatory limits

18

Cover pool composition with min. 10% OC and 6M liquidity buffer

Coverage test (at least every 6 months)

Liquidity test(at least every 3 months)

Mortgage Lending Value

Market Value 5 – 25%

haircut

LendingLimit MIN

Market Value or

Mortgage Lending Value

80%1 x 100% xof

Funding(covered

bond)Limit

MINMortgage Lending Value

orLoan Value80%2 x 100% xof

1 Up to 90% only if low equity stake insurance is in place2 For residential mortgage loans, while 60% for commercial mortgage loans

Page 19: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

19

Overview of the Polish economy and its banking sector1

Polish property market and residential mortgage lending2

PKO Group overview3

Polish statutory covered bond framework aligned with the best EU benchmarks4

PKO’s dedicated covered bond issuer – PKO Bank Hipoteczny & cover pool description 5

Appendices6

Page 20: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

PKO Group established PKO Bank Hipotecznyto be a regular issuer of covered bonds leveraging on its leading position in residential mortgages

20

PKO Bank Hipoteczny as a subsidiary of PKO Bank Polski:• PKO Bank Polski holds 100% of shares

in PKO Bank Hipoteczny• PKO Bank Polski declared financial support

for PKO Bank Hipoteczny to keep its liquidity and capital adequacy ratios above regulatory limits, but does not guarantee to cover its obligations

PKO Bank Hipoteczny as an issuer of covered bonds complies with:• Strict regulatory limits on mortgage banks

and covered bonds• Conservative approach to determine

the mortgage lending value (through-the-cycle) of real estate

• Constant supervision by the independent Cover Pool Monitor (appointed by the Polish FSA) over mortgage bank activities and its cover pool

Synergies within PKO Group:• Joint mortgage product• Use of PKO Group resources

(distribution network, IT infrastructure)• PKO Group know-how and risk

assessment standards • PKO Bank Hipoteczny diversifies funding

sources of PKO Group

I II

III IV

PKO Bank Hipoteczny as a stand-alone Bank:• Started its operations in April 2015• Profitable since 1H 2016• Total assets: PLN 12.1 bn• TCR/CET1: 16.7%• Cover pool: PLN 10.71 bn• Covered bonds issued PLN 8.8 bn1:

including four PLN benchmarks(PLN 2.0 bn) and three EUR benchmarks(EUR 1.5 bn)

• The winner of The Covered Bond Report’s Award for Exellence 2017: Pioneer

1 As of 31 October 2017

Page 21: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

Share capital(PLN mn)

Residential mortgage loan portfolio outstanding(PLN mn)

Source: PKO BH financial statement

21

Dynamic development of covered bonds and PLN-denominated residential mortgage loan porfolio

Covered bonds issued(PLN mn)1

1 EUR denominated issues converted by EUR/PLN NBP fixing rate as of 31.10.2017

Cover pool growth(PLN mn)

82

4,735

6,792

8,291

9,840 10,650

31.12.2015 31.12.2016 31.03.2017 30.06.2017 30.09.2017 31.10.2017

723

8,24811,539

2015 2016 1H 2017

Source: PKO BH financial statement

300 800

1,100

2015 2016 Oct 2017

Source: http://www.pkobh.pl

30

3,242

8,776

2015 2016 Oct 2017

Page 22: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

Only high quality PLN residential mortgage loansgranted by PKO Group

22

PKO Group annual originationof PLN residential mortgages (PLN 12 bn as of 2016)

PKO Group portfolio of PLN residential mortgages (PLN 70 bn as of 1H 2017)1

NEW ORIGINATION TRANSFER

Post-sales services provided by PKO Bank Polski based on outsourcing agreement

PKO Bank Hipoteczny share in origination of PKO Group up to 25-30%

Significant share of PKO Group PLN residential mortgages eligible for transfer

New origination of PKO Bank Hipoteczny

• Joint product with PKO Bank Polski (one credit application to two banks) distributed through sales network of PKO Bank Polski

• Mortgage lending value (MLV) set by PKO Bank Hipotecznyaccording to procedures approved by the Polish FSA (5-15% haircut to market value assessed by an independent external valuator)

• Credit decisions based on PKO Group risk assessment standards

Transfer of PKO Group receivables to PKO Bank Hipoteczny

• Transfer of PLN residential mortgages not in arrears

• Mortgage lending value (MLV) set by PKO Bank Hipoteczny according to procedures approved by the Polish FSA (15-25% haircut to market comparable transactions selectedby an independent external valuator)

1. Calculated by PKO BH based on PKO BP financial statements and investor presentations

Page 23: A tasteof coveredbonds out of PolandPrivate and public debt for 2016 (% of GDP) Poland - one of the fastest developing countries in the EU with solid GDP growth 4 ... (Harmonised Index

Robust lending criteria…

23

Criteria

PKO Group criteria (current offer)

Polish banking regulations

Polish regulations on mortgage banks

PKO Bank Hipoteczny criteria

PLN loans only5

Contractual maturity up to 35 years

6

New construction (selectively) and secondary market

7

LtV (market value) ≤ 80%11

Interest rate: floating8

LtMLV (mortgage lending value) ≤ 100%2

First-ranking lien in mortgage register3

Legal title: ownership or perpetuity 4

Residential mortgages (principal dwelling only)

9

Collateral: flats or houses10

Not in arrears (in case of pooling)11

Subject to approval of the Cover Pool Monitor, the receivables are registered in the cover pool

1 Up to 90% only if low equity stake insurance is in place

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98%

2%

PLN residentialmortgage loans

PLN TreasuryBonds

…for a high-quality cover pool of purely residential mortgages in PLN…

24

Source: PKO BH data including: https://www.pkobh.pl/en/current-reports/cover-pool-reports/1Accounts for 99,89% of mortgage loans in the cover pool2Without hedging instruments included into cover pool with net value of PLN -57 mn

PKO Bank Hipoteczny cover pool as of 31 October 2017

Overcollateralisation above regulatory limits

Average loan value PLN 181.1 k (ca EUR 42.6 k)

Mortgages – residential only

Average indexed LtV 58.1%

Mortgages – PLN only

Seasoning: 39 months

Features of standard residential mortgage loan in the Cover Pool

Variableinterest rate

with 3M reset1

Amortized monthly

(no-interest only)

For own housing purposes

(no buy-to-let)

Cover pool value

Cover pool structure2

(%)

Number of loans: 57,431

PLN 10.7 bn

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19%

14%17%

19%21%

11%

0%

≤40% (40-50%] (50-60%] (60-70%] (70-80%] (80-90%] (90%-100%]

…with good diversification and low LtV ratio

25

28%

33%

34%

5%

≤ PLN 150 K

(PLN 150-250 K]

(PLN 250-500 K]

> PLN 500 K

WA loan value = PLN 181.1k(ca EUR 42.6k)

Cover pool composition by loan seasoningas of 31 October 2017(%)

Cover pool composition by geographical location as of 31 October 2017(%)

Cover pool composition by loan value as of 31 October 2017(%)

Cover pool composition by LtV as of 31 October 2017(%)

Source: PKO BH data including https://www.pkobh.pl/en/current-reports/cover-pool-reports

WA indexed LtV = 58.1%

9%

25%

15%

33%

18% Up to 12months

≥ 12 - ≤ 24 months

≥ 24 - ≤ 36 months

≥ 36 - ≤ 60 months

≥ 60 months

WA seasoning=39 months

Mazowieckie23.6%

Lubelskie4.8%

Łódzkie5.1%

Świętokrzyskie1.1%

Podkarpackie3.5%Małopolskie

7.4%

Podlaskie2.7%

Warmińsko-Mazurskie

3.5%

Pomorskie6.9%Zachodnio-

pomorskie3.7%

Wielkopolskie8.9%

Kujawsko-Pomorskie

4.7%

Lubuskie2.4%

Dolnośląskie9.8%

Opolskie1.8% Śląskie

10.3%

Lodz

Cracow

Wroclaw

Gdańsk

Poznan

Warsaw

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PKO Bank Hipoteczny covered bond rating is based on:

• High quality of cover pool

• Statutory OC at the minimum level of 10% (Moody’s requires 0%)1

• Legally defined and predictable bankruptcy procedure

Rating at country ceiling level

26

Aa3PKO Bank Hipoteczny rating

Baa1/P-2stable outlook

PKO Bank HipotecznyCovered Bond Rating

(PLN & EUR)

+4 notchesPoland country ceiling = Aa3

TPI Leeway: 3 notches

+3 notchesPKO Bank Polski rating

A3/(P)P-2stable outlook

Government of Poland rating

A2/P-1stable outlook

+2 notches

1 https://www.moodys.com/credit-ratings/PKO-Bank-Hipoteczny-SA-Mortgage-Covered-Bonds-credit-rating-724433489

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809

500

Demand (order value) Issue value

72 investors

64 investors

1 346

500

Demand (order value) Issue value

94 investors

79 investors

27

Demand v s. issue amount(EUR mn)

Demand vs. Issue amount(EUR mn)

The issuer of the first ever and next EUR benchmark transactionsout of Poland within one year horizon…

Allocation by regionKey features of EUR issue

Issue date 24 October 2016

Issue size EUR 500,000,000

Margin MS + 18 bps.

Coupon 0,125% p.a.

Maturity date 24 June 2022

ListingLuxSE and Warsaw Stock Exchange

ISIN XS1508351357

Rating Moody’s Aa3

Key features of EUR issue

Issue date 30 March 2017

Issue size EUR 500,000 ,000

Margin MS + 27 bps.

Coupon 0,625% p.a.

Maturity date 24 January 2023

ListingLuxSE and Warsaw Stock Exchange

ISIN XS1588411188

Rating Moody’s Aa3

48%

12%

9%

8%

7%

6%4%

6%

Germany Nordics CEE

Austria UK Benelux

Switzerland Others

Source: PKO Bank Hipoteczny

28%

50%

13%

5%

Banks Fund Managers Ins/PF CB/OI

Allocation by investor type

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……confirming PKO BH well-proven track record as a regular issuer

Key features of EUR issue

Issue date 27 September 2017

Size EUR 500 mn

TypeCovered bond, backed by PolishPLN residential mortgage loans

Maturity date 27 August 2024

Margin MS + 28 bps

Price/yield 99.906%/0.764%

Coupon0.750%, Act/Act ICMA; short first, payable annually

Listing Luxembourg and Warsaw

ISIN XS1690669574

Rating by Moody’s Aa3

Joint Leads:HSBC, LBBW, UBS oraz PKO Bank Polski

Co - leadsErste Group oraz DekaBank

Transaction summary

� With its third successful EUR 500 mn coveredbond benchmark transaction within only oneyear, PKO BH has demonstrated marketleadership. Besides extending its maturity profile,PKO BH has also further broadened its investorbase with many new international accounts.

� The strength of this offer was based on highquality cover pool of purely residential mortgagesin PLN with good diversification and low LtVratios and amended Polish statutory coveredbond framework.

� During the bookbuilding process the spread wasset at 28 bps over Mid Swap.

� The transaction gathered a granular and highquality order book of ca. EUR 1.4 bn with around109 investors involved.

� With the third euro-denominated covered bondissuance PKO Bank Hipoteczny once againconfirmed its well-proven track record as aregular issuer on the European market.

Roadshow Summary

� PKO Bank Polski Group during roadshow heldseries of meetings in Barcelona(Euromoney/ECBC Covered Bonds Congress),Frankfurt and Helsinki

Allocation by investor type

Allocation by region

Banks; 54%

Fund Managers;

27%

Ins/PF; 13%

CB/OI; 5%Others; 1%

Germany; 46%

Nordics; 13%

Austria; 12%

France; 8%

Benelux; 6%

Italy; 5%

Switzerland; 5%

Uk/Ireland; 3% Others; 3%

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Favourable regulatory treatment

29

CRR compliance

Solvency II compliance

LCR level 1 compliance (EUR Benchmarks)

NBP repo eligibility (PLN)

Robust regulatory covered bond framework aligned with best EU benchmarks

High qualityof Covered Bond

Cover pool – PLN residential loans only

FX risk hedging

Coverd Bond rating at country ceiling Aa3

Bail-in exemption (BRRD)

Value offered to investors – standard covered bondticking the boxes

ECB CBPP eligibility X

ECB repo eligibility (EUR)

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30

Overview of the Polish economy and its banking sector1

Polish property market and residential mortgage lending2

PKO Group overview3

Polish statutory covered bond framework aligned with the best EU benchmarks4

PKO’s dedicated covered bond issuer – PKO Bank Hipoteczny & cover pool description 5

Appendices6

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23542125

2231

30

1265

500500

2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027

EUR Covered Bonds PLN Covered Bonds

PKO Bank Hipoteczny covered bond maturity profile as of 31.10.2017(PLN mn)

PKO Bank Hipoteczny covered bond maturity profile

31

1Calculated using NBP EUR/PLN fixing rate as of 31.10.2017

EUR Poland Sovereign Curve(I-spread)

Source: Bloomberg, data as of 07.11.2017

Source: PKO Bank Hipoteczny

1

-5 -4

6

15

24 21

3137

-10

0

10

20

30

40

03/2021 01/2022 01/2023 01/2024 01/2025 01/2026 05/2027 10/2028

2 8542 625

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Dwelling transaction prices and affordability on primary and secondary market

32

8

9

10

11

12

13

3

4

5

6

7

8

6 biggest cities' average price (without Warsaw)10 cities' average priceAffordability in 6 biggest cities' without Warsaw (Sqm per average annual salary)Affordability in 10 biggest cities' (Sqm per average annual salary)

2012 2013 2014 20152011

Source: PKO BH calculation based on NBP and GUS data

Source: PKO BH calculation based on NBP and GUS data

Dwelling transaction prices (PLN ths/sqm) on primary market (LHS) and affordability (RHS)

Dwelling transaction prices (PLN ths/sqm) on secondary market (LHS) and affordability (RHS)

6

7

8

9

10

11

12

3

4

5

6

7

8

6 biggest cities' average price (without Warsaw)10 cities' average priceAffordability in 6 biggest cities' without Warsaw (Sqm per average annual salary)Affordability in 10 biggest cities' (Sqm per average annual salary)

2012 2013 2014 20152011

6 biggest cities without Warsaw: Gdansk, Gdynia, Lodz, Krakow, Poznan, Wroclaw10 cities: Bialystok, Bydgoszcz, Katowice, Kielce, Lublin, Olsztyn, Opole, Rzeszow, Szczecin, Zielona Gora

5

6

7

8

9

10

4

5

6

7

8

9

10

Warsaw average price Affordability in Warsaw (Sqm per average annual salary)

2012 2013 2014 20152011

Dwelling transaction prices (PLN ths/sqm) on primary market (LHS) and affordability (RHS)

5

6

7

8

9

10

5

6

7

8

9

10

11

Warsaw average price Affordability in Warsaw (Sqm per average annual salary)

2012 2013 2014 20152011

Dwelling transaction prices (PLN ths/sqm) on secondary market (LHS) and affordability (RHS)

Source: PKO BH calculation based on NBP and GUS data

Source: PKO BH calculation based on NBP and GUS data

2016

2016

2016

2016

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79%

21%Domestic

Foreign

33

Key features of PLN issue #1

Issue date 27 Apr 2016

Size 500,000,000 PLN

Maturity date 28 Apr 2021

CouponWIBOR 3M + 0.65%(30bp over govies)

ListingWarsaw Stock Exchange and BondSpot

ISIN code PLPKOHP00025

Rating by Moody’s

Aa3

Key features of PLN issue #2

Issue date 17 June 2016

Size 500,000,000 PLN

Maturity date 18 June 2021

CouponWIBOR3M +0.59%(19bp over govies)

ListingWarsaw StockExchange and BondSpot

ISIN code PLPKOHP00033

Rating by Moody’s

Aa3

PKO Group has become a regular covered bond issuer

Source: PKO Bank Hipoteczny

Distribution(by investor jurisdiction)

PLN-denominated covered bonds of PKO Group

Key features of PLN issue #3

Issue date 28 April 2017

Size 500,000,000 PLN

Maturity date 18 May 2022

CouponWIBOR 3M +0.69%(23bp over govies)

ListingWarsaw StockExchange and BondSpot

ISIN code PLPKOHP00041

Rating by Moody’s

Aa3

Key features of PLN issue #4

Issue date 22 June 2017

Size 265,000,000 PLN

Maturity date 10 September 2021

Coupon2.69%(25bp over govies)

ListingWarsaw StockExchange and BondSpot

ISIN code PLPKOHP00058

Rating by Moody’s

Aa3

Key features of PLN issue #5

Issue date 27 October 2017

Size 500,000,000 PLN

Maturity date 27 June 2023

CouponWIBOR + 0.60% (29 bp over govies)

ListingWarsaw StockExchange and BondSpot

ISIN code PLPKOHP00066

Rating by Moody’s

Aa3

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PKO Group – stable long-term growth of PKO Group financial results

34

PKO Group consolidated financial results

Source: PKO Group financial statements and PKO Group Director’s Reports prepared according to Polish GAAP

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Assets 91.6 102.0 108.5 134.6 156.5 169.7 190.7 193.2 199.2 248.7 266.9 285.6 10.5%

Loans 46.9 58.9 76.4 101.1 116.6 130.7 141.6 143.5 149.6 179.5 190.4 200.6 14.4%

Deposits 76.7 83.5 86.6 102.9 125.1 133.0 146.5 146.2 151.9 174.4 195.8 205.1 9.0%

Equity 8.7 10.1 11.9 14.0 20.4 21.4 22.8 24.4 25.2 27.6 30.3 32.6 11.5%#DZIEL/0!

Income (banking operation result) 6.5 6.5 7.7 9.4 8.9 10.2 11.1 11.6 10.7 11.1 10.7 11.8 5.9%

OPEX 4.2 3.8 4.1 4.3 4.2 4.2 4.4 4.7 4.6 5.2 6.0 5.6 3.0%

Impairment allowance and write-downs -0.2 0.0 -0.1 -1.1 -1.7 -1.9 -1.9 -2.3 -2.0 -1.9 -1.5 -1.6 20.7%

Net profit 1.7 2.1 2.9 3.1 2.3 3.2 3.8 3.7 3.2 3.3 2.6 2.9 5.5%

Financial indicators, % 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Interest margin 4.4 4.4 4.9 5.8 3.9 4.4 4.6 4.7 3.7 3.6 3.0 3.2

Cost of risk -0.4 0.0 -0.2 -1.1 -1.5 -1.5 -1.3 -1.4 -1.3 -1.0 -0.7 -0.8

Interest margin after cost of risk 4.0 4.4 4.7 4.7 2.4 2.8 3.3 3.2 2.4 2.6 2.3 2.4

C/I 64.4 58.5 52.7 45.8 47.9 41.7 39.6 40.3 43.2 47.1 56.6 47.4

ROE 19.0 23.2 26.8 24.0 14.8 14.9 17.5 15.9 13.1 12.4 9.0 9.1

ROA 1.9 2.2 2.8 2.6 1.6 2.0 2.1 2.0 1.6 1.4 1.0 1.1

TCR 13.9 11.8 12.0 11.3 14.8 12.5 12.4 12.9 13.6 13.0 14.6 15.8

Tier 1 bd. 11.6 10.2 9.9 13.3 11.3 11.2 11.8 12.5 11.7 13.27 14.5

L/D 61.1 70.5 88.3 98.2 93.2 98.3 96.7 98.1 98.5 102.9 97.3 97.8

Financial results (bln PLN)CAGR

2005-2016

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PKO Group - the highest leverage ratio in all countries covered by EBA stress tests

35

PKO Bank Polskileverage ratio

Poland represented by PKO Bank Polski achieved the highest leverage ratio amongst all countries covered by the EBA stress tests In the adverse scenario the leverage ratio would decrease to 7.9% staying significantly above the average.

Source: 2016 EU‐WIDE STRESS TEST Results, 29 July 2016

Aggregate figures by Countries

Dec-15

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3,242

6,127

2016 H1 2017

8,610

12,134

2016 H1 2017

13.2

25.1

2016 H1 2017

781948

2016 H1 2017

PKO BH financials

8,24811,539

2016 H1 2017

Covered bond outstanding(mn PLN)

Net profit(mn PLN)

PLN

12.57 mn

vs

Polish CB market valueas of 30 June 2017

Residential mortgage loan portfolio(mn PLN)

Assets(mn PLN)

Equity(mn PLN)

PKO BH Issues

Source: PKO BH financial statements

Source: PKO BH financial statements

Source: PKO BH financial statements

Source: https://mhipoteczny.pl; http://www.pekaobh.pl; https://www.pkobh.pl/en/

36

Source: PKO BH financial statements

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Low risk assets:• Investment portfolio consists only of low

risk Polish Treasury Bonds.

The portfolio and the cover pool are composed of well-diversified high quality residential mortgages:• Purely PLN residential mortgages• Portfolio LtV: 58.1%1

• NPL: 0%

Growing assets:• Total asset value: PLN 12.1 bn• YoY growth of loan portfolio: 39.9%

PKO Bank Hipoteczny: A strong balance sheet and capital base supporting a growing loan portfolio

37

Healthy financial standing:• Leverage ratio: 7.6%• TCR: 16.7%• LCR: 280%

Balance sheet as of 30 June 2017Balance sheet total: PLN 12.1 bn

Assets

Residential mortgages

(PLN-denominatedonly)

Other

Equity and liabilities

95.1%

Covered bonds issued

Equity

Other

14.7%

50.4%

7.8%

1%

Unsecuredbonds issued

15.8%

Deferred payment for transfered loans due to PKO BP

Credit line10.3%

1 As of 31 October 2017All data as of 30 June 2017Source: PKO BH financial statement

4.9%

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Cover pool with hedged FX and interest rate risk

38

3M WIBOR*

PLN 10.4 bn

PLN denominated

PLN 2.0 bn

PLN residentialmortgage loans

WIBOR 3M

FX and interest rate risksare hedged with CIRSsand FX forwards

FX and interest rate risks are hedged with CIRSs, IRS and FX forwards (PKO Bank Polski as the counterparty).

They are compliant with Moody’s requirements i.e.:• one-sided collateral triggered

at A3/Baa1 for CIRSs (posted by the swap counterparty)

• counterparty replacement rule triggered at Baa1/Baa2 for CIRSs

• 12-month extension of CIRSs in case of Bank’s default (replicates the covered bond structure)

EUR denominated

PLN 6.6 bn(EUR 1.5 bn)

Fixed rate

WIBOR 3M

FX and interest rate reset aligned with the coverpool

Cover pool

Excess cover poolfor next covered bonds

Covered bonds

PLN 0.3 bn( TBonds)

PLN 10.7 bn

PLN 0.7 bn

PLN 1.1 bn 12% OC internal limit

Data as of 31 October 2017

PLN 0.3 bn Interest rate risksare hedged with IRS

PLN denominatedFixed rate

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PKO Group as of H1 2017 PKO BH as of H1 2017

Selected financial data (PLN mn)

30.06.2017

Net interest income 62.2

Net fees and commissions (2.1)

Impairment allowance and write-downs (1.5)

General administrative expenses (19.6)

Operating result 34.0

Profit before income tax 34.0

Net profit 25.1

Total assets 12,134.5

Loans 11,538.6

Deposits N/A

Total equity 948.5

Share capital 950

Capital adequacy ratio 16.7%

Tier 1 Basic funds (CET 1) 944.3

Total own funds 944.3

Selected financial data (PLN mn)

30.06.2017

Net interest income 4,160

Net fees and commissions 1,443

Impairment allowance and write-downs (783)

General administrative expenses (2,938)

Operating result 1,916

Profit before income tax 1,927

Net profit 1,386

Total assets 286,389

Loans 204,620

Deposits 207,248

Total equity 34,340

Share capital 1,250

Capital adequacy ratio 16.85%

Tier 1 Basic funds (CET 1) 30,276

Total own funds 34,340

Source: PKO BP financial statements, PKO BH financial statement

Financials

39

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PKO Bank Hipoteczny is the sole Polish issuer of covered bonds purely backed by prime PLN residential mortgages

40

Starting date

Cover pool by purpose of loan

Cover pool by loan currencyEUR USD

PLN

Covered bonds ratings1

CB issues 2017

Total CB outstanding as of 30 Sept 2017

1 Moody’s / S&P / FitchSource: https://mhipoteczny.pl; http://www.pekaobh.pl; https://www.pkobh.pl/en/

2015

only residential loans

low credit risk

PLNno currency exposure

Aa3/-/-

country ceiling level

PLN 1,265 mn

largest in Poland

PLN 1,795 mn

1999

commercial & residential loans

PLN/EUR/USD/CHF

-/-/A

PLN 50 mn

PLN 945 mnEUR 86.5 mn

commercial & residential loans

PLN/EUR/USD

-/-/A

PLN 1,500 mnEUR 125 mn

1999

PLN 3,635 mnEUR 484 mnEUR 1,525 mn

EUR 1,079 mn

largest in Poland

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Enhanced Polish statutory covered bond framework

41

1997-2015

1

Protection

2

Supply

3

Demand

Increase in: 2016

Structure Hard bulletMaturity extension &

bondholders entitled with option to intervene

Minimum level of overcollateralisation (OC) 0% 10%

Liquidity buffer to cover CB 6M interest No Yes

Maximum covered bond limit (as LtMLV of residential mortgages)

60% 80%

Withholding tax Yes No

Separate limit for Polish open pension funds (OFE) on covered bonds of a single issuer

NoYes

(5% of assets)

Current legislationPrior legislation

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Regulatory safeguards built into bankruptcy procedure

42

P1. Clear process of bankruptcy declaration

P2. Clear deadlines for key actions of bankruptcy procedure defined in the legal framework

C1. Avoidance of timesubordination

C2. Explicit rules for early repayment of covered bonds

R1. Dual recourse(separate bankruptcy asset pooland general bankruptcy estate)

C3. Explicit procedure for treatment of covered bonds which became due before declaration of bankruptcy

R2. Clearly defined order of priorities of payments from the separate bankruptcy asset pool

H1. Hedging arrangements will survive declaration of bankruptcy and extended by 12 months

H2. Possibility of the bankruptcy receiver to enter into hedging transactions (provided tests are passed)

Process Covered bond repayment Recourse and Priorities Hedging

Covered bondholders entitled with option to intervene in bankruptcy procedure

Coverage test passed

passed

1. Covered bonds repaid according to terms and conditions of the covered bonds, taking 12 months extension into account

2. Receiver may enter into hedging transactions

Resolution of covered bondholders with 2/3 majority to sell the separate bankruptcy asset pool to another bank

1. Maturity date of all covered bonds extended to the date falling three years after the latest cover asset maturity date

2. Distinct rules for pro-rata repayment before extended maturity date

Resolution of covered bondholders with 2/3 majority 1. to disapply maturity extension or 2. to sell cover assets to another bank or non-bank

Liquidity test

passed

failed

failed

n/a

Covered bonds repayment

Holders option

Probability of Default according to Moody’s Idealised Cumulative Default Probabilities table: • Baa1: 5Y – 1.10%; 7Y – 1.67%; 10Y – 2.60%• A3: 5Y – 0.73%; 7Y – 1.11%; 10Y – 1.80%

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Details on protective features of the Polish Covered Bond framework in case of issuer bankruptcy (1/4)

43

Clear and straightforward process of bankruptcy declaration

• In case of insufficient assets to satisfy all the bank’s obligations, according to the balance sheet prepared as at the last day of the relevant reporting period, the management board, the receiver or the liquidator must promptly notify the KNF

• A creditor of the bank, including a holder of debt securities issued by the bank, cannot file a bankruptcy procedure concerning a mortgage bank.

• Before declaring the bank's bankruptcy, the bankruptcy court will question a representative of the KNF, the members of the bank's management board and receiver, and the liquidator regarding the grounds for declaring the bank bankrupt

Clearly defined order of priorities of payments from the separate bankruptcy asset pool

• Costs of liquidating the separate bankruptcy asset pool which include the trustee's fee, interest and other ancillary payments under the covered bonds

• Outstanding principal amount of the covered bonds and the hedging instruments

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Details on protective features of the Polish Covered Bond framework in case of issuer bankruptcy (2/4)

44

Clear deadlines for key actions of bankruptcy procedure defined in the legal framework

On day one of the declaration of mortgage bank’s bankruptcy:

• Bankruptcy administration put in place (=bankruptcy receiver) and management and supervisory bodies of the bank dissolved

• Appointment of trustee (kurator) to represent the holders of the covered bonds in the bankruptcy proceedings

• Constitution of the separate bankruptcy asset pool (confirmation of ring-fencing) on the basis of the cover pool register and additionally including: assets in the liquidity buffer, proceeds from payments under receivables in the cover pool, assets acquired by the mortgage bank in exchange for assets in the cover pool

• Rejection of set-off of claims of the bank’s creditors with the bank’s claims against these creditors included in the separate bankruptcy asset pool (in principle)

• Application of rules concerning satisfaction of claims of the holders of covered bonds to satisfaction of claims of counterparties to hedging transactions entered in the cover pool register

• Maturity of all outstanding covered bonds is extended by 12 months. Due interest under the covered bonds is paid in the manner set out in the terms and conditions of the covered bonds

Within 21 days from the declaration of mortgage bank’s bankruptcy:

• Trustee to report to the bankruptcy estate the aggregate principal amount of all outstanding covered bonds due before and after the date of declaration of bankruptcy and the aggregate amount of all interest

Within 3 months from the declaration of mortgage bank’s bankruptcy:

• Bankruptcy receiver is required to conduct the coverage and liquidity tests on the basis of separate bankruptcy asset pool for the mortgage cover bonds

• Depending on results of the tests, one of the three scenarios will be triggered

Within 1 month from the announcement of the test results:

• Deadline for requesting a meeting of covered bond holders

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Details on protective features of the Polish Covered Bond framework in case of issuer bankruptcy (3/4)

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Explicit rules for early repayment of covered bonds

Both tests are positive:

• The claims under the covered bonds are satisfied in accordance with the terms and conditions of the covered bonds, taking into account the extension of maturity of the covered bonds by 12 months

• A meeting of holders may, within 2 months from the date of announcing the results of the tests, request the receiver, by way of resolution adopted with a majority of two-thirds of votes of holders of the outstanding covered bonds, to sell all receivables and rights in the separate bankruptcy asset pool:

- to another mortgage bank together with transferring to the purchaser all obligations of the bankrupt bank under the covered bonds; or

- to another bank or another mortgage bank without transferring to the purchaser the obligations of the bankrupt bank under the covered bonds

• Proceeds from asset sale – (interest under the outstanding covered bonds payable in the next six months + amount of claims of holders of the covered bonds which became due before the date of declaration of bankruptcy and were not paid before that date) >= 5% of the principal amount of the outstanding covered bonds

• These proceeds will be paid pro-rata to the holders of the covered bonds on the next interest payment date, but not earlier than 14 days after the day on which the decision of the judge-commissioner approving the receiver's report on the progress of the bankruptcy proceedings becomes final and binding

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Details on protective features of the Polish Covered Bond framework in case of issuer bankruptcy (4/4)

46

Explicit rules for early repayment of covered bonds

At least one test is negative:

• The maturity date of the covered bonds, including the covered bonds which became due before the date of declaration of bankruptcy, is extended to the date falling three years after the latest maturity date of a mortgage bank's receivables in the cover pool

• Proceeds under the loans received by the bank – (interest payable in the next six months + costs of bankruptcy proceedings) >= 5% of the principal amount of the outstanding covered bonds

• These proceeds will be paid pro rata to the holders of the covered bonds on the next interest payment date, but not earlier than 14 days after the day on which the decision of the judge-commissioner approving the receiver's report on the progress of the bankruptcy proceedings becomes final and binding

• A meeting of the holders may adopt a resolution on disapplying the extension of the maturity date or on the sale of the assets in the cover pool. The assets in the cover pool may be sold to another bank which is not a mortgage bank without transferring to the purchaser the obligations of the bankrupt bank under the covered bonds. The assets in the cover pool, possession of which is not restricted to banks, may also be sold to an entity which is not a bank

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To ensure the safety of the Cover Bonds the Bank is obliged to perform the Coverage Test…

47

The coverage test verifies whether the value of assets in a cover pool allows for full satisfaction of all claims under outstanding covered bonds.

The coverage test must be performed every six months.

The test is performed based on the following sets of data:

• real data as of day of testing

• scenarios concerning changes of FX rates

Core assets Substitute

assetsLiquidity

bufferHedging

instruments

Principal amount of outstanding covered

bonds

Costs of liquidating bankruptcy asset pool

Due and unpaid interest

cover pool

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…and the Liquidity test

48

6M

12M

Substitute assetsInterest payable in the next 6 months

Liquidity buffer

Net proceeds under hedging instruments

for the next 6 months

Principal amount of covered bonds that fall due in the next 6

months

Cost for the next 6 months of liquidating

bankruptcy asset pool

Principal amount of

covered bonds that fall due in

the next 12 months

Obligations towards

holders that became due but were not paid

before the date of declaration of bankruptcy

Cost for the next 12

months of liquidating bankruptcy asset pool

Substitute assets

Liquidity buffer

Net proceeds

under hedging

instruments for the next 12 months

Interest under

receivables in the cover pool for the

next 12 months

Interest payable in the

next 12 months

Repayment of principal

of receivables in the cover pool for the

next 12 months

The purpose of the liquidity test is to verify that assets in a cover pool are sufficient for full satisfaction of all claims under outstanding covered bonds even if their maturity is extended in bankruptcy proceedings.

The liquidity test must be performed at least every three months.

The test is performed based on the following sets of data:

• real data as of day of testing

• scenarios concerning changes of FX rates

• scenarios concerning the shift of interest rate curves

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Disclaimer

49

This presentation (the ”Presentation”) has been prepared by PKO Bank Hipoteczny S.A. (”PKO BH SA”, ”Bank”) solely for use by investors or analysts and should not be treated as a partof any an invitation or offer to sell any securities, invest or deal in or a solicitation of an offer to purchase any securities or recommendation to conclude any transaction, in particularwith respect to securities of PKO BH S.A. The information contained in this Presentation is derived from publicly available sources which Bank believes are reliable, but PKO BH SA doesnot make any representation as to its accuracy or completeness. PKO BH SA shall not be liable for the consequences of any decision made based on information included in thisPresentation.

The information contained in this Presentation has not been independently verified and is, in any case, subject to changes and modifications.

In no event may the content of this Presentation be construed as any type of explicit or implicit representation or warranty made by PKO BH SA or, its representatives. Likewise, neitherPKO BH SA nor any of its representatives shall be liable in any respect whatsoever (whether in negligence or otherwise) for any loss or damage that may arise from the use of thisPresentation or of any information contained herein or otherwise arising in connection with this Presentation.

PKO BH SA does not undertake to publish any updates, modifications or revisions of the information, data or statements contained herein should there be any change in the strategy orintentions of PKO BH SA, or should facts or events occur that affect PKO BH SA’s strategy or intentions, unless such reporting obligations arises under the applicable laws andregulations.

This Presentation contains certain market information relating to the banking sector in Poland, including information on the market share of certain banks and PKO BH SA. Unlessattributed exclusively to another source, such market information has been calculated based on data provided by third party sources identified herein and includes estimates,assessments, adjustments and judgments that are based on PKO BH SA’s experience and familiarity with the sector in which PKO BH SA operates. Because such market information hasbeen prepared in part based upon estimates, assessments, adjustments and judgments and not verified by an independent third party, such market information is, unless otherwiseattributed to a third party source, to a certain degree subjective. While it is believed that such estimates, assessments, adjustments and judgments are reasonable and that the marketinformation prepared is appropriately reflective of the sector and the markets in which PKO BH SA operates, there is no assurance that such estimates, assessments and judgments arethe most appropriate for making determinations relating to market information or that market information prepared by other sources will not differ materially from the market informationincluded herein.

PKO BH SA hereby informs persons viewing this Presentation that the only source of reliable data describing PKO BH SA’s financial results, events or indexes are current or periodicreports submitted by PKO BH SA in satisfaction of its disclosure obligation under Polish law.

This Presentation is not for release, directly or indirectly, in or into the United States of America, Australia, Canada or Japan.

This document is for the use of the addressees only and may not be reproduced, redistributed or passed on to any other person or published, in whole or in part, for any purpose, withoutthe prior, written consent of PKO BH S.A.

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PKO Bank Hipoteczny web page:www.pkobh.pl