Listing Prospectus First Investment Bank Ad

LISTING PROSPECTUS FIRST INVESTMENT BANK AD (incorporated as a joint stock company in Bulgaria) Issue of EUR30,000,000 Perpetual Non-Cumulative Additional Tier 1 Capital Notes (the "Notes") Issue Price: 100.00 per cent. First Investment Bank AD (the "Issuer", the "Bank" and "Fibank"), a joint stock company incorporated in Bulgaria, having its registered office at 37 Dragan Tsankov Boulevard, 1797 Sofia, Bulgaria, issued the Notes on 20 December 2019 (the "Issue Date"). The Notes bear interest on their Current Principal Amounts (as defined in Condition 2 (Definitions) in "Terms and Conditions of the Notes") from (and including) the Issue Date at the rate of 8 per cent. per annum, payable annually in arrear on 20 December each year (each, an "Interest Payment Date"). The Issuer may, at its discretion, at any time, elect to cancel (in whole or in part) any interest payment on the Notes. In addition, any payment of interest in respect of the Notes will be mandatorily cancelled in certain circumstances. Following any such cancellation of interest in respect of an Interest Period (as defined in Condition 2 (Definitions) in "Terms and Conditions of the Notes"), the right of the holders of the Notes (the "Noteholders" and each, a "Noteholder") to receive accrued interest in respect of such Interest Period will terminate and the Issuer will have no further obligation to pay such interest to the Noteholders. See Condition 6 (Interest cancellation) in "Terms and Conditions of the Notes". The Notes are perpetual securities and have no fixed date for redemption and the Noteholders do not have the right to call for their redemption. Subject as provided herein, the Issuer may, at its option, redeem all, but not some only, of the Notes on the First Call Date (as defined in Condition 2 (Definitions) in "Terms and Conditions of the Notes") or on any Interest Payment Date thereafter at their Current Principal Amount, together with any accrued but unpaid interest on the Notes. As provided herein, the Issuer may, at any time, (i) in case of a Tax Law Change (as defined in Condition 2 (Definitions) in "Terms and Conditions of the Notes"), redeem partially or fully the Notes (as specified in Condition 9.4 (Redemption Due to Occurrence of a Tax Law Change) in "Terms and Conditions of the Notes" and (ii) in case of a Capital Event (as defined in Condition 2 (Definitions) in "Terms and Conditions of the Notes"), redeem all, but not some only, of the Notes (as specified in Condition 9.5 (Redemption Due to Occurrence of a Capital Event) in "Terms and Conditions of the Notes"), both at their Current Principal Amount thereof, together with any accrued but unpaid interest on the Notes. If a Tax Law Change or a Capital Event has occurred or in order to align the terms and conditions of the Notes to best practices published from time to time by the European Banking Authority (the "EBA"), the Issuer may, at any time, without the consent of the Noteholders, either (i) substitute new notes for the Notes, or (ii) vary the terms of the Notes so that the Notes may become, or remain, compliant with the CRR (as defined in Condition 2 (Definitions) in "Terms and Conditions of the Notes") or such other regulatory capital rules applicable to the Issuer at the relevant time. The Current Principal Amount of each Note may be subject to a Write Down (as defined in Condition 2 (Definitions) in "Terms and Conditions of the Notes") on a pro rata basis with the other Notes, if, at any time, the Common Equity Tier 1 Capital Ratio (as defined in Condition 2 (Definitions) in "Terms and Conditions of the Notes") of the Issuer and/or the Group has fallen below 7.000 per cent. Following any such reduction of the Current Principal Amount, the Issuer may, at its discretion, reinstate some or all of the principal amount of the Notes, if certain conditions are met. See Conditions 7 and 8 (Consequences of a Trigger Event and Reinstatement of Principal Amount) in "Terms and Conditions of the Notes". 11/63136099_9 1 As used in this Listing Prospectus, “Group” means the Issuer and its subsidiaries on a consolidated basis, where "on a consolidated basis" has the meaning assigned to such term in CRR. First Investment Bank AD is acting as paying agent and Banque Internationale à Luxembourg SA is acting as listing agent in Luxembourg. The Notes were issued in registered and dematerialised form in denominations of EUR1,000 each. See the information set forth in this Listing Prospectus, including particularly "Risk Factors" beginning on page 8, for information relevant to an investment in the Notes. This Listing Prospectus is not an offer for sale or a solicitation of an offer to purchase the Notes in any jurisdiction. It has been prepared solely for the purpose of listing the Notes on the regulated market of the Luxembourg Stock Exchange. The distribution of this Listing Prospectus in certain jurisdictions may be restricted by law. Persons into whose possession this Listing Prospectus comes are required by the Issuer to inform themselves about and to observe any such restrictions. In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any other jurisdiction. This Listing Prospectus has been approved as a prospectus by the Commission de Surveillance du Secteur Financier (the "CSSF"), as competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation"). The CSSF only approves this Listing Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuer or of the quality of the Notes and investors should make their own assessment as to the suitability of investing in the Notes. The CSSF gives no undertaking as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer in accordance with Article 6(4) of the Luxembourg Law of 16 July 2019 on prospectuses for securities, as amended, implementing Regulation (EU) 2017/1129. This Listing Prospectus has been prepared as a single document prospectus in accordance with Article 6(3) of the Prospectus Regulation. This Listing Prospectus will be valid for 12 months from 14 October 2020 until 14 October 2021. Application has been made to the Luxembourg Stock Exchange for the Notes to be (i) admitted to trading on the regulated market of the Luxembourg Stock Exchange and (ii) listed on the Official List of the Luxembourg Stock Exchange (the "Official List"). References in this Listing Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU) (as amended, "MiFID II"). The Notes have been issued in dematerialised form and cannot be physically delivered. The Notes will be represented exclusively by book entries in the records of the Central Depository AD or any successor thereto (the "Clearing System"). Access to the Clearing System is available through those of its Clearing System participants whose membership extends to securities such as the Notes. Clearing System participants include certain banks, stockbrokers, and Clearstream Banking S.A. ("Clearstream, Luxembourg"). Accordingly, the Notes will be eligible to clear through, and therefore accepted by, Clearstream, Luxembourg and investors can hold their Notes within securities accounts in Clearstream, Luxembourg. The date of this Listing Prospectus is 14 October 2020 11/63136099_9 RESPONSIBLE PERSON The Issuer (the "Responsible Person"), having its registered office at 37 Dragan Tsankov Boulevard, 1797 Sofia, Bulgaria accepts responsibility for the information contained in this Listing Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Listing Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. LISTING AND ADMISSION TO TRADING This Listing Prospectus has been prepared in connection with the listing on the Official List and the admission to trading of the Notes on the regulated market of the Luxembourg Stock Exchange. This Listing Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Listing Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Issuer does not represent that this Listing Prospectus may be lawfully distributed, or that the Notes 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. Persons into whose possession this Listing Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Listing Prospectus and the offering and sale of Notes. No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Listing Prospectus and any information or representation not so contained or inconsistent with this Listing Prospectus or any other information supplied in connection with the Notes and, if given or made, such information must not be relied upon as having been authorised by or on behalf of the Issuer.

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