Issuance of subordinated Tier 2 bonds with a total nominal value of EUR 400 million issued under the EMTN Programme
Contents:
3. INFORMATION ABOUT THE ENTITY
4. SIGNATURE OF PERSONS REPRESENTING THE COMPANY
| POLISH FINANCIAL SUPERVISION AUTHORITY | ||||||||||||
| REPORT No | 35 | / | 2025 | |||||||||
| Date of issue: | 2025-06-17 | |||||||||||
| Short name of the issuer | ||||||||||||
| mBank S.A. | ||||||||||||
| Subject | ||||||||||||
| Issuance of subordinated Tier 2 bonds with a total nominal value of EUR 400 million issued under the EMTN Programme | ||||||||||||
| Official market - legal basis | ||||||||||||
| Art. 17 ust. 1 MAR - informacje poufne. | ||||||||||||
| Contents of the report: | ||||||||||||
| Issuance of subordinated Tier 2 bonds with a total nominal value of EUR 400 million issued under the EMTN Programme The Management Board of mBank S.A. (âBankâ) hereby informs that on 17 June 2025 it completed the subscription of subordinated bonds, which are intended to qualify as Tier 2 capital instruments, with a total nominal value of EUR 400 million (âEurobondsâ). The settlement of the issue will take place on 25 June 2025. The Eurobonds will mature on 25 September 2035, subject to the Bankâs right to execute a call option. The Eurobonds will be issued under Euro Medium Term Note Programme (âEMTN Programmeâ) based on a base prospectus approved on 13 September 2024 by the Commission de Surveillance du Secteur Financier in Luxembourg, as supplemented by supplement no. 1 dated 15 May 2025. In connection with the intention to introduce the Eurobonds into trading on the Regulated Market of the Luxembourg Stock Exchange, in accordance with Art. 60.2 in connection with Art. 56.1.2).a) of the Act on Public Offering, the Bank informs as follows: 1) subscription opening date: 17 June 2025; 2) subscription closing date: 17 June 2025; 3) date of allotment of Eurobonds: 17 June 2025; 4) number of Eurobonds covered by the subscription: 4,000 bonds; 5) the Reduction rate in specific tranches, if at least in one of the tranches the number of allocated Eurobonds was lower than the number of subscribed Eurobonds: the Eurobonds are to be issued in one tranche with the reduction rate of: 88.9%; 6) number of Eurobonds subscribed: 36,037Â bonds; 7) number of Eurobonds which were allocated within the subscription: 4,000 bonds; 8) price of acquisition of the Eurobonds: 100% par value; 9) interest rate: fixed for a period of 5.25 years, thereafter reset for a subsequent 5-year period based on the sum of the prevailing 5-year EUR swap rate and a fixed credit spread determined during the bookbuilding process, amounting to 250 basis points. The interest rate for the initial period is 4.7784% per annum. Interest is payable annually; 10) tenor: the bonds are issued for a period of 10.25 years, provided that the Bank may redeem them early after 5 years, subject to the terms and conditions of the issuance; 11) number of persons which subscribed the Eurobonds in specific tranches: 199; 12) number of persons to whom the Eurobonds were allocated within the subscription in specific tranches: 141; 13) name of underwriters who acquired the Eurobonds under underwriting agreement: not applicable; 14) the aggregate nominal value of subscription, i.e. the product of number of Eurobonds under the offering and the issue price: EUR 400,000,000 (in words: four hundred million euros) which is equal to PLN 1Â 710Â 000 000 according to average NBP exchange rate as of 17 June 2025; 15) the total costs which were included in the issuance costs: the Bank will disclose such information in an updated current report after it has received and accepted all the invoices connected with the issuance; 16) the average cost of subscription per one subscribed Eurobond: the Bank will disclose such information in an updated current report after it has received and accepted all the invoices connected with the issuance; 17) the way of payment for Eurobonds to be acquired: the payment will be made to the Bankâs account. | ||||||||||||
INFORMATION ABOUT THE ENTITY Â Â Â >>>
| SIGNATURE OF PERSONS REPRESENTING THE COMPANY | |||||
| Date | Name | Position / Function | Signature | ||
| 2025-06-17 | Agata Cymcyk | MenedĹźerka WydziaĹu Nadzoru Inwestycyjnego, Departament Compliance | |||