31.05.2022

FIRST NOTIFICATION OF THE PLANNED DEMERGER OF MBANK HIPOTECZNY S.A., WHERE MBANK S.A. IS THE ACQUIRING ENTITY

Contents:

1. REPORT

3. INFORMATION ABOUT THE ENTITY

4. SIGNATURE OF PERSONS REPRESENTING THE COMPANY

POLISH FINANCIAL SUPERVISION AUTHORITY

REPORT No

2022

Date of issue:

2022-05-31

Short name of the issuer

mBank

Subject

FIRST NOTIFICATION OF THE PLANNED 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:

FIRST NOTIFICATION OF THE PLANNED DEMERGER OF MBANK HIPOTECZNY S.A., WHERE MBANK S.A. IS THE ACQUIRING ENTITY 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 169,539,536.00 paid up in full (the “Bank”), acting pursuant to Article 539 § 1 and 2 and Article 540 of the act of 15 September 2000 - Commercial Companies Code (consolidated text: Journal of Laws 2020, item 1526, as amended) (the “CCC”) in conjunction with Article 4021 § 1 of the CCC, hereby notifies the shareholders for the first time of the planned 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, with its share capital of PLN 336,000,000.00 paid up in full (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 will be done in compliance with Article 529 §1(4) of the CCC, 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, 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| 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 in 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”). Pursuant to Article 550 of the CCC, since the Bank is the only shareholder of the Demerged Company there is no intention to increase the share capital of the Bank in connection with the Bank’s acquisition of a part of the estate of the Demerged Company. In view of the above, the Bank will not issue shares in exchange for the acquired estate of the Demerged Company. The Demerger Plan was announced pursuant to Article 535 § 3 of the CCC by being posted on the Bank’s website (at: https://www.mbank.pl/en/investor-relations). Pursuant to Article 540 § 31 of the CCC, the Bank informs that, until the date of completion of the general meeting of the shareholders of the Bank the agenda of which will provide for the adoption of the resolution regarding the Demerger of mBH, the shareholders will be able to review the following information through the Bank’s website, i.e. the shareholders will have access to: 1) the Demerger Plan (which will also include information and documents referred to in Article 534 § 2 of the CCC, except for the representation referred to in Article 534 § 2(4) of the CCC regarding the Bank which is not required to make such representation), available at: https://www.mbank.pl/en/investor-relations| 2) the financial statements of the Bank and the reports of the management board on the activities of the Bank for the last three financial years, including the audit report, available at: https://www.mbank.pl/en/investor-relations| 3) the financial statements and the reports of the management board on the activities of mBH for the last three financial years, including the audit report, available at: https://www.mbank.pl/en/investor-relations| 4) the reports of the management boards of the Bank and mBH of 31 May 2022 providing the rationale for the Demerger of mBH, available at: https://www.mbank.pl/en/investor-relations. Moreover, the Bank explains that the auditor’s opinion on the audit of the Demerger Plan in regard to the accuracy and reliability referred to in Article 537 § 1 of the CCC will be made available on the Bank’s website immediately after it is made by the auditor appointed by the relevant registry court, to allow the shareholders to review that opinion in accordance with Article 540 § 31 of the CCC. The information about the possibility of reviewing the auditor’s opinion will be notified by way of the current report as a supplement to this notification. Legal basis: Article 539 § 1 and 2 and Article 540 in conjunction with Article 4021 § 1 of the act of 15 September 2000 - the Commercial Companies Code (consolidated text: Journal of Laws 2020, item 1526, as amended) and Article 56 section 1(2)(a) 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 2021, item 1983, as amended) in conjunction with Article 19 section 1(1) of the Regulation of the Minister of Finance of 29 March 2018 on current and interim reports published by issuers of securities and the terms of finding as equivalent the information required under the laws of any non-member states (Journal of Laws, item 757, as amended).

INFORMATION ABOUT THE ENTITY >|>|>|


SIGNATURE OF PERSONS REPRESENTING THE COMPANY
Date	Name	Position / Function	Signature
2022-05-31	Andreas Boeger	Członek Zarządu

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