17.05.2023
Contents:

1. REPORT

3. INFORMATION ABOUT THE ENTITY

4. SIGNATURE OF PERSONS REPRESENTING THE COMPANY

POLISH FINANCIAL SUPERVISION AUTHORITY
REPORT No 33 / 2023
Date of issue: 2023-05-17
Short name of the issuer
mBank S.A.
Subject
THE DEMERGER OF MBANK HIPOTECZNY S.A., WHERE MBANK S.A. IS THE ACQUIRING ENTITY
Official market - legal basis
Unofficial market - legal basis
Contents of the report:
THE DEMERGER OF MBANK HIPOTECZNY S.A., WHERE MBANK S.A. IS THE ACQUIRING ENTITY In reference to the first notification presented in the current report No. 22/2022 of 31 May 2022, supplemented by the current report No. 30/2022 of 13 July 2022 and the second notification presented in the current report No. 32/2022 of 4 August 2022, the management board of mBank S.A. with its registered seat in Warsaw, address: ul. Prosta 18, 00-850 Warsaw, entered in the Register of Business Entities maintained by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register, under the KRS No. 0000025237, REGON 001254524, NIP 5260215088, with its share capital of PLN 169,733,980.00 paid up in full (the “Bank”), hereby notifies of the completion of the demerger of mBank Hipoteczny S.A. with its registered seat in Warsaw, address: ul. Prosta 18, 00-850 Warsaw, entered in the Register of Business Entities maintained by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register, under the KRS No. 0000003753, REGON 014953634, NIP 5262316250 (the “Demerged Company” or “mBH”), by transferring a part of the estate (assets and liabilities) of the Demerged Company to the Bank (the “Demerger of mBH”). The Demerger of mBH was made in compliance with Article 529 §1(4) of the act of 15 September 2000 – Commercial Companies Code (consolidated text: Journal of Laws 2022, item 1467, as amended), i.e.: • by transfer to the Bank of some of the estate (assets and liabilities) and rights and obligations of the Demerged Company comprising an organised part of the enterprise of mBH, which is a collection of tangible and intangible assets separate both organisationally and financially within the existing enterprise of mBH, including obligations, designated for the achievement of objectives that are related with the granting and servicing of loans comprising: (i) loans secured by a mortgage for the financing of commercial real properties; (ii) loans granted to local government units or loans for which local government units issued any surety; and (iii) loans secured by a mortgage granted to natural persons for purposes unrelated to any business activity subject to loan agreements concluded with clients on or before 25 July 2013 and that satisfy the criteria specified in Schedule 1 (Table 4a) to the Demerger Plan (as defined below), where the collection of assets could be an independent business achieving those objectives autonomously and the components of which have been presented in Schedule 1 to the Demerger Plan (the “Demerged Business”); and • by leaving with mBH the remaining part of the estate (assets and liabilities) and rights and obligations of the Demerged Company comprising an organised part of the enterprise of mBH, which is a collection of tangible and intangible assets separate both organisationally and financially within the existing enterprise of mBH, including obligations, designated for the achievement of tasks that are related with the operations of the Demerged Company as a mortgage bank, specifically within the scope of: a) the granting and servicing of loans secured by a mortgage granted to natural persons for purposes unrelated to any business activity subject to loan agreements concluded by mBH with clients first from September 2013 within the scope of agency cooperation with the Bank; b) acquiring receivables of other banks on account of mortgage secured loans granted thereby, including mortgage secured loans granted to natural persons for purposes unrelated with business activities, acquired from the Bank since 2014, the servicing of which was entrusted to the Bank under the outsourcing agreement; c) the issuance of securities, including specifically mortgage bonds and bonds, as well as performing other treasury related transactions and specifically derivative transactions, where the collection of assets may be an independent business achieving those objectives autonomously, the detailed terms and conditions of which have been presented in the demerger plan which was agreed in writing by the management boards of the Bank and mBH on 31 May 2022 (the “Demerger Plan”). The management board of the Bank hereby informs that, on 17 May 2023, it became aware of the registration of the increase of the share capital of mBH, of the registration of the amendments of the articles of association of mBH and the registration of the information concerning the Demerger of mBH in the registry files of mBH in the National Court Register by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register. Consequently, the Demerger of mBH resulting in the Bank’s takeover of the Demerged Business had been completed and was registered by the relevant registry court on 17 May 2023. Legal basis: Article 539 § 1 and 2 in conjunction with Article 402(1) of the act of 15 September 2000 – the Commercial Companies Code (consolidated text: Journal of Laws 2022, item 1467, as amended) and Article 56 section 1(2) of the act of 29 July 2005 on the public offering, conditions governing the introduction of financial instruments to organised trading, and public companies (consolidated text: Journal of Laws of 2022, item 2554).

INFORMATION ABOUT THE ENTITY    >>>

SIGNATURE OF PERSONS REPRESENTING THE COMPANY
Date Name Position / Function Signature
2023-05-17 Marek Lusztyn Członek Zarządu