Security deposit agreement between mFinance France S.A. and mBank S.A.

Current Report |

Drafted on:

21.09.2016

Current report No

75/2016

Abbreviated issuer&rsquo|s name

mBank

Contents: |

With reference to Current Report No. 19/2014 dated 14 March 2014 concerning the updated Euro Medium Term Notes Programme Agreement, the Management Board of mBank S.A. (hereinafter referred to as the "|Bank"|) announces that on 21 September 2016 the Bank and its subsidiary mFinance France S.A. signed a security deposit agreement totalling EUR 498,750,000.00 (PLN 2,146,320,750.00 at the fixing rate of the National Bank of Poland as at 21 September 2016).

The security deposit comprises funds raised by mFinance France S.A. on 21 September 2016 from the issue of Eurobonds with a nominal value of EUR 500,000,000.00 (equivalent to PLN 2,151,700,000.00 at the fixing rate of the National Bank of Poland as at 21 September 2016) maturing in 2020 and will be used to back the guarantee issued by the Bank to secure the payment obligations arising from the Eurobonds. The interest on the Eurobonds is 1.398% p.a. The Eurobonds will be quoted in Luxembourg.

The security deposit will be owned by the Bank until the Eurobonds are repaid in 2020.

The Bank will pay mFinance France S.A., the provider of the security deposit, fixed interest on an annual basis and an additional redemption premium amounting to EUR 1,250,000.00 (PLN 5,379,250.00 at the fixing rate of the National Bank of Poland as at 21 September 2016).

The security deposit agreement includes no conditions subsequent or precedent. The agreement provides for no contractual penalties.

The funds comprising the security deposit will be used to finance the general banking operations of the Bank.