On issuing bonds with the pre-emptive right to take up shares of mBank S.A., and on conditional increase of the share capital by way of issuing shares with exclusion of the pre-emptive right of the existing shareholders in order to enable the participants of the incentive programme to take up the mBank S.A. shares, and on applying for admission of the shares to trading on the regulated market, and on dematerialisation of the shares (as amended).
mBank shares have been listed on the Warsaw Stock Exchange (WSE) since 1992.
mBank shares are included in the following indexes:
As at December 31, 2019, mBank’s registered share capital amounted to PLN 169,401,468 and was divided into 42,350,367 shares, including 42,338,367 ordinary bearer shares and 12,000 ordinary registered shares with a nominal value of PLN 4 each. Each share carries one voting right at the Annual General Meeting. In 2019, 13,385 ordinary bearer shares were admitted to trading.
The new shares were issued pursuant to:
On issuing bonds with the pre-emptive right to take up shares of mBank S.A. and conditional share capital increase by way of issuing shares with exclusion of the pre-emptive right of the existing shareholders in order to enable the participants of the employee incentive programme to take up the bank’s shares, and on application for admission of the shares to trading on the regulated market, and on dematerialisation of the shares (as amended).
| Information concerning mBank shares | 2018 | 2019 |
| Total number of shares | 42,336,982 | 42,350,367 |
| Nominal value per share (PLN) | 4.00 | 4.00 |
| Registered share capital (PLN) | 169,347,928 | 169,401,468 |
| Share price at closing of the year’s last trading session (PLN) | 424.20 | 389.40 |
| P/E ratio | 13.8 | 16.3 |
| P/BV ratio | 1.2 | 1.0 |
| Maximum share price (PLN) | 533.50 | 469.40 |
| Minimum share price (PLN) | 374.00 | 303.20 |
| Company capitalisation at the year-end (PLN billion) | 18.0 | 16.5 |
| Average traded volume (PLN million) | 8.1 | 8.5 |
| Dividend per share (paid out in the year, PLN) | 5.15 | 0 |
mBank shareholders
Commerzbank AG has been the strategic shareholder of mBank since 1994. Its stake increased gradually from 21.0% in 1995 to 50.0% in 2000 and 72.2% in 2003. Starting from 2005, Commerzbank’s stake has declined due to the implementation of the managerial options programmes at the bank. As at the end of 2019, Commerzbank AG held 69.31% of shares and votes at the General Meeting. The remaining 30.69% of mBank shares in free float are held mainly by financial investors, including Polish pension funds, and Polish and foreign investment funds. Nationale-Nederlanden Otwarty Fundusz Emerytalny holds the largest stake. Periodically, i.e. by 28 January and from 24 September to 16 October 2019, Nationale-Nederlanden OFE held more than 5.0% of shares and votes at the Annual General Meeting of mBank. The third largest shareholder of mBank was AVIVA Otwarty Fundusz Emerytalny AVIVA BZ WBK.
Performance of shares in 2019
The situation on the WSE is largely affected by the situation on foreign stock markets and by foreign investor sentiment towards the emerging markets basket. In 2019 shares listed in the US were affected, among others, by fears of a bear market after a long growth period and tensions between the US and China in the aftermath of tariffs imposed on Chinese goods by the US administration. In Western Europe, sentiment on stock markets was driven, in particular, by Brexit, economic slowdown, and the European Parliament election. Despite all the risks, most global and European indices rose in 2019. The rates of return on the WSE indices fell behind the developed stock markets and emerging markets from our region.
2019 was a mixed year for the WSE. Compared with 2018, broad-based WIG Index remained practically unchanged (+0.2% year on year). Only a few companies could boast robust rates of return. This was the case mainly for small companies, especially from the IT industry, game producers, and photovoltaic firms. In 2019 there was no strong demand stimulus on the part of foreign investors or domestic institutional investors. Pension funds continued the sell-off of Polish shares. Investors redeemed their shares in investment funds in response to the GetBack case and issues connected with investment funds associated with the troubled debt collector. Shares of large corporations performed disappointingly. Throughout 2019 WIG-20 Index sank by 5.6%. Only seven companies included in WIG20 generated positive rates of return.
The large supply of shares observed on the WSE resulted from a rebalancing of emerging market indices towards a reduced weighting of Polish assets. This was coupled with fears of bank earnings being pushed down by potentially large provisions for legal risks. Throughout 2019 WIG-Banks Index sank by 9.2%. Only 4 out of 14 companies included in WIG-Banks at the end of 2019 generated positive rates of return.
Fears of a decrease in banks’ financial performance sparked a downgrade from analysts. The key risk factors threatening the banking sector included: uncertainty about the cost of provisions for FX mortgage loans, impact of the CJEU ruling on reimbursement of fees paid by clients who repaid consumer loans ahead of schedule, and the risk of low profitability and capital shortage faced by certain banks. In addition, the sector’s profitability has become more likely to come under pressure from rising contributions to the Bank Guarantee Fund, the expected economic slowdown and its potential adverse effect on risk costs.
mBank’s share price at close of trade in 2019 (December 30) stood at PLN 389.40, which represents a decline by 8.2% compared with the last trading day of 2018 (December 28). The strong downward trend observed since late June was driven predominantly by investor concerns about court rulings on CHF-indexed housing loans becoming increasingly favourable to clients. The trend was bucked in mid-August after the price to book value ratio reached a level appealing to investors. In Q4 2019, mBank’s share price outperformed WIG-Banks on news that Commerzbank intends to sell its majority holding in mBank announced on 20 September. Seven out of 11 bank analysts and brokers actively monitoring mBank’s financial performance and issuing recommendations concerning mBank shares advised investors to sell their shares in the company. The remaining four analysts issued “hold” recommendations.
mBank’s capitalisation amounted to PLN 16.5 billion (EUR 3.9 billion) as at the end of 2019 compared with PLN 18.0 billion (EUR 4.2 billion) at the end of 2018. P/BV (price/book value) for mBank Group stood at 1.0 compared with 1.2 at the end of 2018. P/E (price/earnings per share) ratio stood at 16.3 compared with 13.8 in 2018.
| mBank share price vs. indices | 2015 | 2016 | 2017 | 2018 | 2019 |
|---|---|---|---|---|---|
| mBank | -36.9% | +6.8% | +38.7% | -8.8% | -8.2% |
| WIG-Banks Index | -23.5% | +2.9% | +35.4% | -12.1% | -9.2% |
| EURO STOXX Banks Index | -4.9% | -8.1% | +10.9% | -33.3% | +11.1% |
Investor Relations at mBank
The Investor Relations, Group Strategy and Macro Research Department, acting in cooperation with the Management Board and other organisational units of the bank, provides analysts and investors with reliable and complete information about mBank Group, in compliance with the reporting obligations arising from the group’s operation on the regulated market. mBank applies the corporate governance principles described in detail in mBank’s statement on application of corporate governance principles in 2019.
Reliable and transparent communication with stakeholders and equal access to information help build confidence of the market. mBank has been actively communicating with capital market participants, which includes activities addressing and adjusted to the needs of individual groups, in accordance with the best market standards and practices.
The bank contacts its stakeholders in Polish and English at meetings, during teleconferences, via e-mail and through regularly updated information published on the official website of mBank.
Service features information divided into categories, in particular periodic reports, financial results and selected business data, presentations and video recordings of earnings conferences, data on shareholders and share price of mBank on WSE, consensus of forecast results of the Group, compendium of knowledge for new investors, current reports, information on AGMs, ratings and debt instruments. The website gives investors access to historic results of the Group and the bank (periodic reports, presentations and video recordings of earnings conferences) and to an archive of Annual General Meetings. Analysts and mBank’s investors are kept abreast of the major developments in mBank Group in a monthly Newsletter and ad-hoc e-mails.
In 2019 investors and stock market analysts participated in four earnings conferences announcing mBank’s financial results, both in person and online. Every conference was attended by about twenty representatives of brokerage houses and investors. All meetings with the Management Board accompanying the announcement of quarterly figures were broadcast on the Internet in Polish and English and posted on the bank’s website. Relations with analysts, shareholders and potential investors are also strengthened through meetings at conferences in Poland and abroad. In 2019, mBank participated in three conferences in Warsaw and four conferences abroad (in London, Athens, Frankfurt and Prague). Moreover, the bank organised one roadshow in Vienna. Throughout the year, apart from meetings at conferences and roadshows, the Management Board members and/or the Investor Relations team held individual meetings with investors and analysts.
Just like in previous years, in 2019 the Management Board representatives met with analysts from rating agencies. Moreover, the bank has been in regular contact with rating agencies through teleconferences and emails exchanged with analysts.
Annual reports
Each year mBank publishes integrated annual reports online. This is the broadest and most mature form of reporting, compliant with international standards and best practicies.
In “The Best Annual Report 2018” contest organised by the Institute of Accountancy and Taxes (IRiP), the results of which were announced in October 2019, we won the title “The Best of the Best” for the best annual report in the category of financial institutions for the seventh time in a row. The aim of the competition is to promote annual reports of the best value for shareholders and investors.
Credit ratings of mBank and mBank Hipoteczny
mBank has solicited ratings assigned by S&P Global Ratings (S&P) and Fitch Ratings (Fitch). These ratings are based on data provided to the agencies and talks between rating analysts and mBank’s representatives. mBank has also ratings based on publically available information assigned by Moody’s Investors Service (Moody’s), Capital Intelligence Ratings (CI Ratings) and EuroRating.
mBank Hipoteczny is rated by Moody’s and Fitch. Moody’s has assigned rating for mortgage covered bonds issued by mBank Hipoteczny (a solicited rating).
Ratings of mBank assigned by S&P Global Ratings
On September 25, 2019, S&P Global Ratings lowered mBank’s long-term issuer credit rating from “BBB+” to “BBB” and long-term resolution counterparty rating (RCR) from “A-” to “BBB+”. The short-term rating was affirmed at “A-2”. At the same time S&P changed the rating outlook from negative to developing.
As a result of the above rating action, the long-term issuer credit rating of mBank corresponds to is stand-alone credit profile (SACP). Before the rating action, the long-term rating of mBank was higher than its stand-alone credit profile by one notch. It resulted from S&P’s assessment that mBank is a strategically important subsidiary of Commerzbank, which implies a high likelihood of extraordinary support. The agency verified this assessment in connection with the announcement of Commerzbank’s 5.0 strategy, which provides for the sale of a majority stake in mBank. The developing outlook indicates that the rating agency may raise, lower, or affirm the ratings over the next 12-24 months, depending on the implications of the sale process of mBank.
| S&P Global Ratings | Ratings of mBank |
|---|---|
| Long-term issuer credit rating (foreign currency) | BBB (developing outlook) |
| Short-term issuer credit rating (foreign currency) | A-2 |
| Stand-alone Credit Profile (SACP) | bbb |
| Rating of unsecured debt issued under the Euro Medium Term Note Programme (EMTN) | BBB |
| Long-term resolution counterparty ratings (long-term RCR) | BBB+ |
| Short-term resolution counterparty rating (short-term RCR) | A-2 |
Ratings of mBank and mBank Hipoteczny assigned by Fitch Ratings
On October 15, 2019, Fitch Ratings lowered the Long-Term Issuer Default Rating (IDR) of mBank from “BBB” to “BBB-” and placed the rating on Rating Watch Positive (RWP).
The downgrade reflects Fitch’s verified assessment of mBank’s potential parental support after the announcement of the new strategy ‘Commerzbank 5.0’. According to Fitch, mBank is no longer a strategically important subsidiary for Commerzbank AG. As a result of the above rating action, the Long-Term Issuer Default Rating of the Bank corresponds to its individual rating, i.e. viability rating (“bbb-”). The RWP indicates that the ownership change should be positive for mBank’s credit profile. This reflects Fitch’s expectation that the Polish regulator will require Commerzbank to retain the risks associated with mBank’s portfolio of foreign-currency mortgage loans (primarily CHF loans).
Along with the lowering of mBank’s Long-Term Issuer Default Rating, the following ratings were changed:
- Short-Term Issuer Default Rating: downgraded from “F2” to “F3”;
- Support rating: downgraded from “2” to “3”;
- Long-term senior unsecured debt rating: downgraded from “BBB” to “BBB-” and
- Short-term senior unsecured debt rating: downgraded from “F2” to “F3”.
mBank Hipoteczny is rated by Fitch Ratings. On May 28, 2019, mBank Hipoteczny terminated the agreement on covered bonds’ rating concluded with Fitch. On August 19, 2019, Fitch affirmed mBank Hipoteczny’s mortgage covered bonds at „A”. Fitch has subsequently withdrawn the covered bonds’ rating.
On October 15, 2019, Fitch downgraded mBank Hipoteczny’s long-term rating from “BBB” to “BBB-” and its short-term rating from “F2” to “F3”. The support rating was affirmed at „2”. As in the case of mBank, mBank Hipoteczny’s ratings were placed on Rating Watch Positive.
| Fitch Ratings | Ratings of mBank | Ratings of mBank Hipoteczny |
|---|---|---|
| Long–term IDR (foreign currencies) | BBB- (RWP) | BBB- (RWP) |
| Short–term IDR (foreign currencies) | F3 | F3 |
| Viability rating | bbb- | – |
| Support rating | 3 | 2 |
| Rating of unsecured debt issued under the Euro Medium Term Note Programme (EMTN) | BBB- | – |
Ratings of mBanku i mBanku Hipotecznego assigned by Moody’s Investors Service
On May 24, 2019, Moody’s raised mBank’s long-term deposit rating from „Baa1” to „A3” and changed the rating outlook from positive to stable. The upgrade of mBank’s long-term deposit rating was driven by the upgrade of the Bank’s individual assessment – baseline credit assessment (BCA) from „ba1” to „baa3”. In the opinion of the agency it reflects the bank’s continued strong performance and improving risk profile. As a consequence, adjusted BCA was upgraded from „baa3” to „baa2”.
In addition, Moody’s has upgraded the long-term mBank’s Counterparty Risk Rating (RCR) from „A3” to „A2” and the short-term RCR from „Prime-2” to „Prime-1”.
On May 27, 2019, Moody’s assigned “Baa2” long-term and “Prime-2” short-term issuer ratings to mBank Hipoteczny. Long-term and short-term counterparty risk ratings (CRR) were assigned at „A3” and „Prime-2” respectively. On the same day Moody’s assigned rating for covered bonds issued by mBank Hipoteczny at „Aa3”. It is the highest rating possible to obtain for financial instruments issued from Poland (local and foreign currency bond ceilings for Poland). The „Aa3” rating (equivalent to an „AA-” rating on the scale used by Fitch and S&P) is two notches higher than Poland’s sovereign rating.
On September 27, 2019, Moody’s affirmed mBank’s long-term deposit rating at “A3” and changed its outlook to negative from stable. The bank’s short-term deposit rating was affirmed at “Prime-2”. Other ratings, including Baseline Credit Assessment, remained unchanged. Following the announcement of the new strategy of Commerzbank, Moody’s has lowered the probability of parental support to mBank from high to moderate. However, this did not affect mBank’s long-term rating, which includes a one notch uplift resulting from potential parental support. The negative outlook on the long-term deposit rating reflects the downward pressure that could develop on this rating in case mBank is finally sold, provided that the acquirer has a weaker credit profile than the current parent company and/or the rating agency views the probability of such acquirer providing support as low.
In addition, on September 27, 2019, Moody’s affirmed the “Baa2 /Prime-2“ ratings for mBank Hipoteczny adjusting its long-term rating outlook from stable to negative.
| Moody’s Investors Service | Ratings of mBank1 | Ratings of mBank Hipoteczny |
|---|---|---|
| Long-term Deposit Rating (foreign currency) | A3 (negative outlook) | – |
| Short-term Deposit Rating (foreign currency) | Prime-2 | – |
| Long-term Issuer Rating (foreign) | – | Baa2 (negative outlook) |
| Short-term Issuer Rating (foreign) | – | Prime-2 |
| Long-term Counterparty Risk Rating (foreign currency) | A2 | A3 |
| Short-term Counterparty Risk Rating foreign currency) | Prime-1 | Prime-2 |
| Baseline Credit Assessment (BCA) | baa3 | – |
| Adjusted Baseline Credit Assessment | baa2 | – |
| Rating of covered bonds issued by mBank Hipoteczny | – | Aa3 |
1 Rating based solely on publicly available information
mBank’s rating by Capital Intelligence Ratings
On June 28, 2019, Capital Intelligence Ratings upgraded mBank’s long-term rating from „BBB+” to „A-” and affirmed its short-term rating at „A2”. The outlook of long-term rating is stable. In addition, CI Ratings assigned for mBank’s standalone rating (BSR) of „bbb+” and the core financial strength (CFR) at „bbb+”.
In the opinion of CI Ratings, mBank’s rating reflects its strong capital base (capital ratios among the highest in the sector), and thus high loss absorption capacity, as well as a relatively low non-performing loans (NPL) ratio compared to the peer group.
| Capital Intelligence Ratings | Ratings of mBank1 |
|---|---|
| Long-term rating (foreign currency) | A- (stable outlook) |
| Short-term rating (foreign currency) | A2 |
| Bank Standalone Rating (BSR) | bbb+ |
| Core Financial Strength (CFS) | bbb+ |
1 Rating based solely on publicly available information
mBank’s rating by EuroRating
On October 9, 2019, EuroRating changed the outlook on mBank’s long-term rating „BBB” from stable to negative. The agency justified this move by increasing legal risks regarding foreign currency mortgage loans, as well as Commerzbank’s plan to sell mBank’s shares.
Summary of ratings for Poland, mBank and Commerzbank
The table below compares long-term ratings (foreign currency) for mBank, Commerzbank and Poland assigned by Fitch, S&P i Moody’s, as at the end of 2019.
1 Long-term Deposit Rating Rating outlook indicated in brackets: stab.-stable, neg.- negative, dev. – developing, RWP – Rating Watch Positive.
Rating agency
Poland
mBank S.A.
Commerzbank AG
Fitch Ratings
A- (stab.)
BBB- (RWP)
BBB+ (neg.)
S&P Global Ratings
A- (stab.)
BBB (rozw.)
A- (neg.)
Moody’s Investors Service
A2 (stab.)
A31 (neg.)
A1 (stab.)