56.4 Issue of subordinated bonds by Alior Bank

On 28 December 2015 the Supervisory Board of Alior Bank granted consent for opening of Public Subordinated Bond Issuance Program of Alior Bank SA (“Issuance Program”) and authorized the Management Board of Alior Bank to incur liabilities through the issuance of unsecured, subordinated bearer bonds with a nominal value of PLN 1,000 per bond in series of up to 800,000. Under the Issuance Program:

  • total nominal value of bonds will not exceed PLN 800,000;
  • bonds will be issued and offered in series in the period no longer than 12 months from the date of approval of the base prospectus by PFSA;
  • the maturity period of bonds will be from 5 to 10 years from the date of issuance of a given bond series;
  • the benefits resulting from bonds will be exclusively of monetary nature;
  • bonds will be issued pursuant to Article 33 (1) of the Bonds Act;
  • bonds will not be in a form of a document;
  • terms and conditions for the issuance of each series of the bonds will specify provisions on classifying them as own funds pursuant to the regulations set forth in the Regulation of the European Parliament and Council (EU) No. 575/2013 of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (OJ L 176, 27.6.2013, p. 1);
  • the Management Board of Alior Bank will apply for admitting and introduction of bonds into trading on the regulated market operated by WSE as part of Catalyst system in an alternative trading system operated by WSE or by BondSpot S.A. as part of the Catalyst system;

At the same time, the Supervisory Board of Alior Bank authorized the Management Board of Alior Bank to determine final conditions for the issuance of individual bond series, allocation of bonds to investors and adoption of any other activities so as to carry out the Issuance Program.

Due to the opening of the Issuance Program, individual bond series may be issued so as to secure a safe level of total capital ratio (TCR) in connection with the increase, as of 1 January 2016, minimum capital requirements for banks pursuant to the letter of PFSA dated 22 October 2015. It is stated in the letter that banks are to maintain capital ratios at the level of at least 13.25% in terms of TCR, and 10.25% in terms of Tier 1.